Common Stock
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2023 (May 17, 2023)
HOWMET AEROSPACE INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-3610 | 25-0317820 |
(State of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| 201 Isabella Street, Suite 200 | |
| Pittsburgh, Pennsylvania | 15212-5872 |
| (Address of Principal Executive Offices) | (Zip Code) |
Office of Investor Relations (412) 553-1950
Office of the Secretary (412) 553-1940
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $1.00 per share | HWM | New York Stock Exchange |
| $3.75 Cumulative Preferred Stock, par value $100 per share | HWM PR | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders
| (a) | The 2023 annual meeting of shareholders (the “Annual Meeting”) of Howmet Aerospace Inc. (the “Company”) was held on May 17, 2023. |
| (b) | Set forth below are the results of each of the matters submitted to a vote of the shareholders at the Annual Meeting. As of the close of business on March 21, 2023, the record date of the Annual Meeting, there were 411,804,221 shares of common stock outstanding and entitled to vote. Of this amount, 367,910,841 shares of common stock were represented in person or by proxy at the Annual Meeting. |
Item 1. Each of the 9 director nominees named in the 2023 Proxy Statement for election to the Company’s Board of Directors was elected for a one-year term expiring on the date of the Company’s 2024 annual meeting of shareholders, based upon the following votes:
| Nominees | | For | | Against | | Abstain | | Broker Non-Votes |
| James F. Albaugh | | 345,134,372 | | 4,435,235 | | 277,473 | | 18,063,761 |
| Amy E. Alving | | 344,598,226 | | 4,989,994 | | 258,860 | | 18,063,761 |
| Sharon R. Barner | | 346,590,581 | | 2,987,804 | | 268,695 | | 18,063,761 |
| Joseph S. Cantie | | 346,348,754 | | 3,214,136 | | 284,190 | | 18,063,761 |
| Robert F. Leduc | | 345,543,725 | | 4,023,093 | | 280,262 | | 18,063,761 |
| David J. Miller | | 348,361,767 | | 1,186,172 | | 299,141 | | 18,063,761 |
| Jody G. Miller | | 344,939,525 | | 4,637,056 | | 270,499 | | 18,063,761 |
| John C. Plant | | 333,803,374 | | 15,737,246 | | 306,460 | | 18,063,761 |
| Ulrich R. Schmidt | | 346,994,180 | | 2,587,224 | | 265,676 | | 18,063,761 |
Item 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2023 was approved, based upon the following votes:
| For | | Against | | Abstain | | Broker Non-Votes |
| 354,364,948 | | 13,063,044 | | 482,849 | | 0 |
Item 3. The advisory vote on executive compensation was approved, based upon the following votes:
| For | | Against | | Abstain | | Broker Non-Votes |
| 341,107,672 | | 8,299,713 | | 439,695 | | 18,063,761 |
Item 4. The advisory vote on the frequency of the advisory vote on executive compensation was approved as every one year, based upon the following votes:
| 1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-Votes |
| 344,564,466 | | 184,657 | | 4,741,125 | | 356,832 | | 18,063,761 |
Item 5. The shareholder proposal regarding reducing the threshold to call special meetings was not approved, based upon the following votes:
| For | | Against | | Abstain | | Broker Non-Votes |
| 108,824,213 | | 239,885,714 | | 1,137,153 | | 18,063,761 |
| (d) | A majority of the votes cast by shareholders at the Annual Meeting voted, on an advisory basis, to hold future say-on-pay votes every one year. In light of this advisory vote, the Company’s Board of Directors has determined that the Company will continue to hold a say-on-pay vote every year until the next required say-on-pay-frequency vote, which will occur no later than the Company’s 2029 annual meeting of shareholders. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | HOWMET AEROSPACE INC. |
| | | |
| Dated: May 22, 2023 | By: | /s/ Lola F. Lin |
| | Name: | Lola F. Lin |
| | Title: | Executive Vice President, Chief Legal and Compliance Officer and Secretary |
