Announces Corporate Governance Enhancements
Arconic Inc. (NYSE: ARNC) announced today that its Board of Directors
has appointed David P. Hess, former Executive Vice President and Chief
Customer Officer, Aerospace, of United Technologies Corporation (UTC),
to serve as an independent director on the Board, effective March 10,
2017.
Mr. Hess has nearly 40 years of experience in the aerospace industry,
including as President of Pratt & Whitney, a division of UTC, from 2009
to 2014, where he was responsible for global operations in the design,
manufacture and service of aircraft engines for commercial and military
aircraft. Prior to his time at Pratt & Whitney, Mr. Hess served as
President of Hamilton Sundstrand, an aerospace and industrial product
manufacturer and another division of UTC, where he began his
professional career in 1979.
Sir Martin Sorrell has notified the Board of his decision to not stand
for re-election and resign as a director, effective March 10, 2017, in
order to devote additional time to his business interests. Mr. Hess will
fill the vacancy resulting from Sir Martin’s resignation. With these
changes, the Arconic Board comprises 13 directors, 12 of whom are
independent and seven of whom were appointed after February 1, 2016.
“We are pleased to welcome David Hess to the Arconic Board. David brings
extensive knowledge in aerospace and defense markets, which are
critically important to our success,” said Klaus Kleinfeld, Chairman and
Chief Executive Officer.
“On behalf of the Board of Directors and management team, I want to
express our sincere thanks to Sir Martin for his many years of dedicated
service to Alcoa and Arconic,” concluded Mr. Kleinfeld.
Lead Independent Director and Governance and Nominating Committee Chair,
Pat Russo, said, “Since February 2016, the majority of the Arconic Board
has been refreshed with seven new independent Directors. The Board’s
current composition ensures in-depth company knowledge, fresh
perspectives, as well as relevant skills and expertise.”
Mr. Hess’s term will expire at the Company’s 2017 annual meeting of
shareholders, at which the Company will nominate him for re-election to
the Board.
Corporate Governance Enhancements
In addition, the Company announced that it intends to file a preliminary
proxy statement today with the U.S. Securities and Exchange Commission
with respect to the 2017 annual meeting of shareholders. In light of
Arconic’s new beginning as a standalone public company, the Arconic
Board has taken a number of steps to enhance and tailor the Company’s
governance practices.
Such actions include, among other changes:
-
The addition of three new independent directors to the Board in
November 2016, at the time of the separation, in addition to the
appointment of Mr. Hess -
Amendments to the Company’s By-laws to provide eligible shareholders
with a “proxy access” mechanism for nominating director candidates -
A proposal to be submitted for shareholder approval to declassify the
Board structure. If such proposal fails to receive the requisite
supermajority vote, the Board intends to take actions necessary so
that all directors are subject to annual elections by no later than
the 2018 annual meeting of shareholders; this could be achieved by
seeking shareholder approval to reincorporate the Company in Delaware -
A proposal to be submitted for shareholder approval to eliminate
supermajority vote requirements in the Company’s Articles of
Incorporation -
The creation of a Finance Committee of the Board that will enhance the
Board’s oversight of finance matters including capital expenditures
and M&A -
Amendments to the Company’s Change in Control Severance Plan that
reduce the level of severance benefits and eliminate certain
grandfathered benefits -
Changes to the Company’s executive compensation structure based on
feedback from shareholders and benchmarking analysis -
An enhanced shareholder engagement program involving independent
directors
The independent directors of the Board also issued a letter today
expressing their views on the Company’s strategy, leadership and
governance (link
here).
About Arconic
Arconic Inc. (NYSE: ARNC) creates breakthrough products that shape
industries. Working in close partnership with our customers, we solve
complex engineering challenges to transform the way we fly, drive, build
and power. Through the ingenuity of our people and cutting-edge advanced
manufacturing techniques, we deliver these products at a quality and
efficiency that ensure customer success and shareholder value. For more
information: www.arconic.com.
Follow @arconic: Twitter,
Instagram,
Facebook,
LinkedIn
and YouTube.
Forward–Looking Statements
This communication contains statements that relate to future events and
expectations and as such constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include those containing such words as
“anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,”
“guidance,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,”
“seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of
similar meaning. All statements that reflect Arconic’s expectations,
assumptions or projections about the future, other than statements of
historical fact, are forward-looking statements, including, without
limitation, forecasts relating to the growth of the aerospace,
automotive, commercial transportation and other end markets; statements
and guidance regarding future financial results or operating
performance; statements about Arconic’s strategies, outlook, business
and financial prospects; and statements regarding potential share gains.
Forward-looking statements are not guarantees of future performance and
are subject to risks, uncertainties, and changes in circumstances that
are difficult to predict. Although Arconic believes that the
expectations reflected in any forward-looking statements are based on
reasonable assumptions, it can give no assurance that these expectations
will be attained and it is possible that actual results may differ
materially from those indicated by these forward-looking statements due
to a variety of risks and uncertainties. Such risks and uncertainties
include, but are not limited to: (a) deterioration in global economic
and financial market conditions generally; (b) unfavorable changes in
the markets served by Arconic; (c) the inability to achieve the level of
revenue growth, cash generation, cost savings, improvement in
profitability and margins, fiscal discipline, or strengthening of
competitiveness and operations anticipated from restructuring programs
and productivity improvement, cash sustainability, technology
advancements, and other initiatives; (d) changes in discount rates or
investment returns on pension assets; (e) Arconic’s inability to realize
expected benefits, in each case as planned and by targeted completion
dates, from acquisitions, divestitures, facility closures, curtailments,
expansions, or joint ventures; (f) the impact of cyber attacks and
potential information technology or data security breaches; (g)
political, economic, and regulatory risks in the countries in which
Arconic operates or sells products; (h) the impact of the separation on
the businesses of Arconic; (i) material adverse changes in aluminum
industry conditions, including fluctuations in London Metal
Exchange-based aluminum prices; (j) the impact of changes in foreign
currency exchange rates on costs and results; (k) the outcome of
contingencies, including legal proceedings, government or regulatory
investigations, and environmental remediation; and (l) the other risk
factors discussed in Arconic’s Form 10-K for the year ended December 31,
2016, and other reports filed with the U.S. Securities and Exchange
Commission (SEC). Arconic disclaims any obligation to update publicly
any forward-looking statements, whether in response to new information,
future events or otherwise, except as required by applicable law. Market
projections are subject to the risks discussed above and other risks in
the market.
Important Additional Information
Arconic Inc. (“Arconic”) intends to file a proxy statement and
associated WHITE proxy card with the Securities and Exchange Commission
(the “SEC”) in connection with the solicitation of proxies for Arconic’s
2017 Annual Meeting (the “Proxy Statement”). Arconic, its directors and
certain of its executive officers will be participants in the
solicitation of proxies from shareholders in respect of the 2017 Annual
Meeting. Information regarding the names of Arconic’s directors and
executive officers and their respective interests in Arconic by security
holdings or otherwise is set forth in Arconic’s Annual Report on Form
10-K, for the fiscal year ended December 31, 2016, and the proxy
statement of Alcoa Inc., which was Arconic’s former name, for the 2016
Annual Meeting, filed with the SEC on March 24, 2016. To the extent
holdings of such participants in Arconic’s securities are not reported,
or have changed since the amounts described, in the 2016 proxy
statement, such changes have been reflected on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Change in Ownership on
Form 4 filed with the SEC. Details concerning the nominees of Arconic’s
Board of Directors for election at the 2017 Annual Meeting will be
included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S
DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be
able to obtain a copy of the definitive proxy statement and other
documents filed by Arconic free of charge from the SEC’s website, www.sec.gov.
Arconic’s shareholders will also be able to obtain, without charge, a
copy of the definitive Proxy Statement and other relevant filed
documents by directing a request by mail to Arconic, Corporate
Secretary’s Office, 390 Park Avenue, New York, New York 10022-4608, by
calling Arconic’s proxy solicitor, Innisfree M&A Incorporated, toll-free
at 1-877-750-5836, or from Arconic’s website at www.arconic.com.
Arconic Inc.
Investor Contact:
Patricia Figueroa, 212-836-2758
Patricia.Figueroa@arconic.com
or
Media Contact:
Shona Sabnis, 212-836-2626
Shona.Sabnis@arconic.com