UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________________
FORM
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): June 19, 2020 (
__________________
(Exact name of registrant as specified in its charter)
__________________
(State of Incorporation) |
(Commission File Number) |
(IRS Employer |
| (Address of Principal Executive Offices) | (Zip Code) |
Office of Investor Relations 412-553-1950
Office of the
Secretary (
(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 |
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. |
The 2020 annual meeting of shareholders (the “Annual Meeting”) of Howmet Aerospace Inc. (the “Company” or “Howmet Aerospace”) was held on June 15, 2020. Set forth below are the results for each of the matters submitted to a vote of the shareholders at the Annual Meeting. As of the close of business on April 27, 2020, the record date for the Annual Meeting, there were 436,103,413 shares of common stock outstanding and entitled to vote. Of this amount, 366,503,200 shares of common stock were represented in person or by proxy at the Annual Meeting.
Item 1. The 10 director nominees named in the 2020 Proxy Statement for election to the Company’s Board of Directors were elected, each for a one-year term expiring on the date of the Company’s 2021 annual meeting of shareholders, based on the following votes:
| Nominee | For | Against | Abstain | Broker Non-Votes |
| James F. Albaugh | 320,655,530 | 3,699,781 | 576,710 | 41,571,179 |
| Amy E. Alving | 321,138,175 | 3,219,309 | 574,537 | 41,571,179 |
| Joseph S. Cantie | 316,720,983 | 7,593,346 | 617,692 | 41,571,179 |
| Robert F. Leduc | 315,690,589 | 8,512,842 | 728,590 | 41,571,179 |
| David J. Miller | 321,266,721 | 2,938,357 | 726,943 | 41,571,179 |
| Jody G. Miller | 322,811,068 | 1,554,032 | 566,921 | 41,571,179 |
| Tolga I. Oal | 322,480,587 | 1,885,250 | 566,184 | 41,571,179 |
| Nicole W. Piasecki | 318,774,236 | 5,605,854 | 551,931 | 41,571,179 |
| John C. Plant | 310,100,361 | 14,326,174 | 505,486 | 41,571,179 |
| Ulrich R. Schmidt | 320,875,680 | 3,354,250 | 702,091 | 41,571,179 |
Item 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as Howmet Aerospace’s independent registered public accounting firm for 2020 was approved, based upon the following votes:
| For | Against | Abstained | Broker Non-Votes |
| 355,439,606 | 11,063,594 | 0 | 0 |
Item 3. The proposal to approve, on an advisory basis, executive compensation was approved, based upon the following votes:
| For | Against | Abstained | Broker Non-Votes |
| 166,283,440 | 152,356,662 | 6,291,919 | 41,571,179 |
Item 4. The shareholder proposal regarding shareholding threshold to call a special shareowner meeting was not approved, based upon the following votes:
| For | Against | Abstained | Broker Non-Votes |
| 47,749,030 | 275,518,724 | 1,664,267 | 41,571,179 |
| Item 7.01 | Regulation FD Disclosure |
Beginning on June 22, 2020, the 2019 Howmet Aerospace Environmental, Social and Governance Report, which details Howmet Aerospace’s global environmental, social and governance commitment and performance, will be available online in the Sustainability Report section of Howmet Aerospace’s website at https://www.howmet.com/sustainability-report.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. In addition, the furnishing of this Item 7.01 for Form 8-K will not be deemed an admission that the 2019 Howmet Aerospace Environmental, Social and Governance Report includes material information that is not otherwise publicly available.
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: June 19, 2020 | By: | /s/ Katherine H. Ramundo |
| Name: | Katherine H. Ramundo | |
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |