ISS Suggests that a “Reasonable Outcome” Would Be the Election of Two Directors from Each Slate, Plus Ulrich Schmidt
Analysis Recognizes Arconic Director Nominees are “Exceptionally Qualified,” Notes Candidates Should Be Judged on Merits
Arconic’s Board of Directors Urges Shareholders to Vote FOR All Five of Arconic’s Director Nominees on the NEW WHITE Proxy Card TODAY
The Board of Directors of Arconic (NYSE:ARNC) today issued the following
statement in response to a report issued by Institutional Shareholder
Services Inc. (ISS) regarding the election of directors to Arconic’s
Board at the Company’s 2017 Annual Meeting of Shareholders on May 25,
2017:
While ISS suggests that a “reasonable outcome” would be the election
of two directors from each slate, plus Ulrich Schmidt, we believe the
Company’s recommended director nominees are without question best
qualified to guide Arconic into the future and, importantly, to select
the next CEO.
We agree with ISS that Arconic’s nominees are “exceptionally
qualified,” given their deep industry expertise and leadership
experience. We urge our shareholders to evaluate the quality of our
nominees, the strong actions the Board is taking to enhance governance,
and the Board’s specific plan to aggressively drive value creation over
the next several years.
In its consideration of the future governance of Arconic, observations
by ISS include the following *:
“As the dissident has already achieved its explicitly stated primary
goal, the need to support all four dissident nominees seems less urgent.”
“Both sides have fielded exceptionally qualified candidates, who should
be judged strictly for their merits.”
“The establishment of an Operations Committee, especially one comprising
a majority of dissident nominees, is highly unusual….Given that such a
committee could elevate the status of certain directors above that of
the board as a whole, and have a detrimental impact on the company’s
efforts to recruit a permanent CEO, the dissident seems to have pushed
its advantage too far in this regard.”
Shareholders have “question[ed] whether [Elliott] is truly committed to
the company’s long-term success,” given its “insistence on having
unfettered ability to sell its shares.”
While ISS recommends only two of Elliott’s nominees and presumably three
from the Company’s slate, including the uncontested director nominee,
the Arconic Board continues to strongly recommend shareholders vote for
all five of the Company’s highly qualified and experienced director
nominees – Amy E. Alving, David P. Hess, Ulrich R. Schmidt, James
“Jim” F. Albaugh and Janet C. Wolfenbarger – by voting “FOR” on the
NEW WHITE proxy card.
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The Company urges shareholders to vote today by telephone, via the |
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Shareholders with questions, who need assistance in voting their shares or who wish to change a prior vote, may contact: |
| INNISFREE M&A INCORPORATED |
| Shareholders Call Toll-Free: (877) 750-5836 |
| Banks and Brokers Call Collect: (212) 750-5833 |
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REMEMBER: |
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Submitting a proxy using a Blue proxy card – even if voted |
About Arconic
Arconic (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,
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LinkedIn
and YouTube.
Dissemination of Company Information
Arconic intends to make future announcements regarding Company
developments and financial performance through its website at www.arconic.com.
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 end markets and
potential share gains; statements and guidance regarding future
financial results or operating performance; and statements about
Arconic’s strategies, outlook, business and financial prospects.
Forward-looking statements are not guarantees of future performance, 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, including, but 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 outcome of contingencies, including legal proceedings,
government or regulatory investigations, and environmental remediation;
and (i) 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.
*Permission to use quotation neither sought nor obtained.
Arconic
Investors
Patricia Figueroa, 212-836-2758
Patricia.Figueroa@arconic.com
or
Media
Shona Sabnis, 212-836-2626
Shona.Sabnis@arconic.com