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): January 19, 2012 (January 16, 2012)
ALCOA INC.
(Exact name of Registrant as specified in its charter)
| Pennsylvania | 1-3610 | 25-0317820 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 390 Park Avenue, New York, New York | 10022-4608 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Office of Investor Relations 212-836-2674
Office of the Secretary 212-836-2732
(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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Effective January 16, 2012, the Board of Directors of Alcoa Inc. (“Alcoa”), upon recommendation of its Governance and Nominating Committee, increased the size of the Board of Directors from ten to eleven directors and appointed Sir Martin Sorrell, founder and Chief Executive of WPP plc, as a director of Alcoa. Sir Martin Sorrell was appointed to the class of directors whose terms expire at the annual meeting of shareholders in 2014. He was named to the Public Issues Committee of the Board of Directors.
Sir Martin Sorrell will receive compensation for his service on the Board in accordance with the compensation program for non-employee directors described on pages 56-57 of Alcoa’s proxy statement dated March 1, 2011. In addition, Alcoa will enter into an indemnity agreement with him in the form approved in principle by Alcoa shareholders and which Alcoa has entered into with each of its directors to supplement the indemnification coverage provided by Alcoa’s Articles of Incorporation and By-Laws and the Pennsylvania Business Corporation Law. (See Form of Indemnity Agreement between Alcoa and individual directors or officers, incorporated by reference to exhibit 10(j) to Alcoa’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 1987.)
A copy of Alcoa’s press release announcing the appointment of Sir Martin Sorrell is attached hereto as Exhibit 99 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following is filed as an exhibit to this report:
| 99 | Alcoa Inc. press release dated January 18, 2012. |
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SIGNATURES
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.
| ALCOA INC. | ||
| By: | /s/ Donna Dabney | |
| Name: | Donna Dabney | |
| Title: |
Vice President, Secretary and Corporate Governance Counsel | |
Date: January 19, 2012
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99 | Alcoa Inc. press release dated January 18, 2012. |
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Exhibit 99
| Editorial Contact: | Libby Archell | |
| Alcoa Inc. | ||
| 212-836-2719 | ||
| Investor Relations: | Kelly Pasterick | |
| Alcoa Inc. | ||
| 212-836-2674 | ||
Sir Martin Sorrell Appointed to Alcoa’s Board of Directors
New York, January 18, 2012 – Alcoa (NYSE:AA) announced today that its Board of Directors has appointed Sir Martin Sorrell, 66, a director of the company. Sorrell is founder and Chief Executive of WPP, the world’s largest advertising and marketing services group with 2,400 offices in 107 countries.
Sorrell founded WPP in 1985 and, through acquisitions and strategic investments, the Group’s worldwide companies have grown to include some of the most well-known agencies in the communications services business including: JWT, Ogilvy, Young & Rubicam and Grey, GroupM, Burson-Marsteller, Hill & Knowlton, and Wunderman, amongst others. WPP clients include more than half of the Fortune Global 500 companies, a majority of the NASDAQ 100 and 33 of the Fortune e-50 firms. In 2010, WPP had revenues of $14.4 billion and billings of $66 billion.
“Sir Martin has an enormous reputation all around the world as a remarkable leader and extraordinary individual,” said Alcoa Chairman and CEO Klaus Kleinfeld. “Alcoa is fortunate to have the benefit of his sound judgment and outstanding global perspective.”
Born in London, Sorrell was educated at Christ’s College, Cambridge, UK, and obtained an MBA from Harvard University, where he was awarded the Harvard Business School’s highest honor, the Alumni Achievement Award in 2007. He was knighted by HM The Queen in 2000.
Sorrell is actively involved in a number of organizations and charities. He is Chairman of the World Economic Forum International Business Council and a member of the U.S. Business Council. In addition, Sorrell serves on the board of directors of the Bloomberg Family Foundation and is a member of the Advisory Board of global investment firm Stanhope Capital. He is a non-executive director of Sorrell Capital in London and Alpha Topco, the holding company for the Formula One Group.
About Alcoa
Alcoa is the world’s leading producer of primary and fabricated aluminum, as well as the world’s largest miner of bauxite and refiner of alumina. In addition to inventing the modern-day aluminum industry, Alcoa innovation has been behind major milestones in the aerospace, automotive, packaging, building and construction, commercial transportation, consumer electronics and industrial markets over the past 120 years. Among the solutions Alcoa markets are flat-rolled products, hard alloy extrusions, and forgings, as well as Alcoa® wheels, fastening systems, precision and investment castings, and building systems in addition to its expertise in other light metals such as titanium and nickel-based super alloys. Sustainability is an integral part of Alcoa’s operating practices and the product design and engineering it provides to customers. Alcoa has been a member of the Dow Jones Sustainability Index for 10 consecutive years and approximately 75 percent of all of the aluminum ever produced since 1888 is still in active use today. Alcoa employs approximately 61,000 people in 31 countries across the world. More information can be found at www.alcoa.com.
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