Howmet Aerospace Inc.
8-K on 06/19/2020   Download
SEC Document
SEC Filing
0000004281 false 0000004281 2020-06-14 2020-06-15 0000004281 us-gaap:CommonStockMember 2020-06-14 2020-06-15 0000004281 us-gaap:PreferredClassAMember 2020-06-14 2020-06-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares





Washington, D. C. 20549








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 (June 15, 2020)




(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.


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 7.01Regulation 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


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.







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.


Dated:   June 19, 2020 By: /s/ Katherine H. Ramundo
  Name: Katherine H. Ramundo
  Title: Executive Vice President, Chief Legal Officer and Secretary