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 29, 2024 (May 22, 2024)
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 numbers, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2024, at the 2024 annual meeting of shareholders (the “Annual Meeting”) of Howmet Aerospace Inc. (the “Company”), the shareholders of the Company approved the Howmet Aerospace Stock Incentive Plan, as Amended and Restated (the “Amended Stock Plan”), including the extension of the plan’s term such that the Amended Stock Plan has a term of 10 years and will expire on May 22, 2034. Under the Amended Stock Plan, the Company may grant equity incentive awards, including restricted share units, stock options, restricted shares, stock appreciation rights and other awards to employees of the Company and its subsidiaries and to non-employee directors. A further summary of the Amended Stock Plan is set forth under “Item 4 – Approval of the Howmet Aerospace Stock Incentive Plan, as Amended and Restated” in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 8, 2024 (the “2024 Proxy Statement”) and is incorporated herein by reference. The summary of the Amended Stock Plan is qualified in its entirety by reference to the full text of the Amended Stock Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
| (a) | The Company’s Annual Meeting was held on May 22, 2024. |
| (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 25, 2024, the record date of the Annual Meeting, there were 408,382,588 shares of common stock outstanding and entitled to vote. Of this amount, 379,395,568 shares of common stock were represented in person or by proxy at the Annual Meeting. |
Item 1. Each of the 10 director nominees named in the 2024 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 2025 annual meeting of shareholders, based upon the following votes:
| Nominees | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
| James F. Albaugh | | | 354,448,713 | | | | 6,567,522 | | | | 1,029,414 | | | | 17,349,919 | |
| Amy E. Alving | | | 348,015,969 | | | | 13,516,687 | | | | 512,993 | | | | 17,349,919 | |
| Sharon R. Barner | | | 355,911,172 | | | | 5,617,549 | | | | 516,928 | | | | 17,349,919 | |
| Joseph S. Cantie | | | 359,504,871 | | | | 2,017,476 | | | | 523,302 | | | | 17,349,919 | |
| Robert F. Leduc | | | 360,229,888 | | | | 1,292,381 | | | | 523,380 | | | | 17,349,919 | |
| David J. Miller | | | 359,888,243 | | | | 1,631,273 | | | | 526,133 | | | | 17,349,919 | |
| Jody G. Miller | | | 356,841,852 | | | | 4,649,042 | | | | 554,755 | | | | 17,349,919 | |
| John C. Plant | | | 337,701,964 | | | | 23,361,348 | | | | 982,337 | | | | 17,349,919 | |
| Ulrich R. Schmidt | | | 355,928,518 | | | | 5,594,664 | | | | 522,467 | | | | 17,349,919 | |
| Gunner S. Smith | | | 359,935,624 | | | | 1,554,471 | | | | 555,554 | | | | 17,349,919 | |
Item 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2024 was approved, based upon the following votes:
| For | | Against | | Abstain | | Broker Non-Votes |
| 361,126,360 | | 17,703,467 | | 565,741 | | 0 |
Item 3. The advisory vote on executive compensation was approved, based upon the following votes:
| For | | Against | | Abstain | | Broker Non-Votes |
| 353,928,748 | | 6,825,263 | | 1,291,638 | | 17,349,919 |
Item 4. The proposal to approve the Howmet Aerospace Stock Incentive Plan, as Amended and Restated, was approved, based upon the following votes:
| For | | Against | | Abstain | | Broker Non-Votes |
| 351,442,085 | | 9,962,240 | | 641,324 | | 17,349,919 |
Item 5. The shareholder proposal regarding shareholder opportunity to vote on excessive golden parachutes was not approved, based upon the following votes:
| For | | Against | | Abstain | | Broker Non-Votes |
| 16,933,259 | | 344,673,034 | | 439,356 | | 17,349,919 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
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 29, 2024 | By: | /s/ Lola F. Lin |
| | Name: | Lola F. Lin |
| | Title: | Executive Vice President, Chief Legal and Compliance Officer and Secretary |
