arnc-20230518
Arconic Corporation
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SEC Document
SEC Filing
0001790982FALSE00017909822023-05-182023-05-18

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 19, 2023 (May 18, 2023)

_______________________________________________________
ARCONIC CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________________________________
 
Delaware
001-39162
84-2745636
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

201 Isabella Street, Suite 400
Pittsburgh, Pennsylvania
15212-5872
(Address of principal executive offices)
(Zip Code)

(412) 992-2500
(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
$0.01 per share
ARNC
New York Stock Exchange



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

On May 18, 2023, Arconic Corporation (the "Company") held its annual meeting of shareholders (the "Annual Meeting"), at which the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2023 and distributed to the Company’s shareholders commencing on or about April 5, 2023 (the "Proxy Statement") were presented to the shareholders. The Proxy Statement included a shareholder proposal requesting amendment of the Company’s governing documents to lower the stock ownership threshold and eliminate the holding period to call a special meeting of shareholders, which was presented for consideration at the Annual Meeting.

At the Annual Meeting, the Company’s shareholders voted a total of 89,407,595 shares, representing approximately 90% of the Company’s outstanding voting stock. Set forth below are the final voting results for the matters submitted to a vote of shareholders at the Annual Meeting.

Proposal 1 – Election of Directors

At the Annual Meeting, the Company’s shareholders elected the persons listed below as directors for a one-year term expiring at the 2024 annual meeting or until their respective successors are duly elected and qualified.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
Frederick A. Henderson81,814,0031,732,31487,1355,774,143
William F. Austen83,094,633450,77488,0455,774,143
Christopher L. Ayers83,077,728468,63387,0915,774,143
Margaret S. Billson83,056,203491,65385,5965,774,143
Jacques Croisetiere83,085,489461,92886,0355,774,143
Elmer L. Doty56,115,81327,429,48588,1545,774,143
Carol S. Eicher82,092,2691,454,09087,0935,774,143
Ellis A. Jones82,757,626787,91687,9105,774,143
Timothy D. Myers83,135,841422,41175,2005,774,143
E. Stanley O’Neal68,627,90414,919,20886,3405,774,143
Jeffrey Stafeil83,096,031450,08587,3365,774,143

Proposal 2 – Advisory Vote on Executive Compensation

At the Annual Meeting, the Company’s shareholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
82,416,1021,020,772196,5785,774,143

Proposal 3 – Ratification of Auditors

At the Annual Meeting, the Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
89,102,690241,34163,5640

Proposal 4 – Shareholder Proposal

At the Annual Meeting, the Company’s shareholders did not approve the shareholder proposal included in the Proxy Statement requesting amendment of the Company’s governing documents to lower the stock ownership threshold and eliminate the holding period to call a special meeting of shareholders.



Votes ForVotes AgainstAbstentionsBroker Non-Votes
15,568,47167,736,869328,1125,774,143

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Exhibit

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




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.
ARCONIC CORPORATION
Date: May 19, 2023By:
/s/ Daniel G. Fayock
Name:
Daniel G. Fayock
 Title:
Executive Vice President and Chief Legal Officer