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): December 7, 2020 (
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers
On December 2, 2020, the Board of Directors (the “Board”) of Howmet Aerospace Inc. (the “Company”), upon recommendation of its Governance and Nominating Committee, increased the size of the Board from ten to eleven members and appointed Sharon R. Barner as a director of the Company, each effective as of April 1, 2021. Ms. Barner will serve on the Board’s Governance and Nominating Committee.
Ms. Barner will receive compensation for her service on the Board pursuant to the compensation program for the Company’s non-employee directors, as in effect from time to time during her service on the Board. The Company’s current non-employee director compensation program is described on pages 15-20 of its definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 29, 2020. In addition, the Company will enter into an indemnification agreement with Ms. Barner, which the Company has entered into with each of its directors to supplement the indemnification coverage provided by the Company’s Certificate of Incorporation and Bylaws and the Delaware General Corporation Law. (See Form of Indemnification Agreement between the Company and individual directors or officers, incorporated by reference to exhibit 10.1 to the Form 8-K filed by the Company with the SEC on January 25, 2018.)
A copy of the Company’s press release announcing the appointment of Ms. Barner to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Howmet Aerospace Inc. press release, dated December 3, 2020. |
| 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: December 7, 2020 | By: | /s/ Katherine H. Ramundo |
| Name: | Katherine H. Ramundo | |
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |