8-KThe WireRoutine
Shareholder Vote
Filed May 31, 2022 · 4y ago · Accession 0001104659-22-066268
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 31, 2022 ( May 25, 2022 )
HOWMET AEROSPACE INC.
(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 2022 annual meeting of shareholders (the “ Annual
Meeting ”) of Howmet Aerospace Inc. (the “Company”) was held on May 25, 2022. Set forth below are the results of
each of the matters submitted to a vote of the shareholders at the Annual Meeting. As of the close of business on March 29, 2022, the
record date of the Annual Meeting, there were 417,622,524 shares of common stock outstanding and entitled to vote. Of this amount, 379,588,693
shares of common stock were represented in person or by proxy at the Annual Meeting.
Item 1. Each of the 10
director nominees named in the 2022 Proxy Statement for election to the Company’s Board of Directors was elected for a one-year
term expiring on the date of the Company’s 2023 annual meeting of shareholders, based upon the following votes:
Nominees
For
Against
Abstain
Broker Non-Votes
James F. Albaugh
348,605,314
10,588,631
340,652
20,054,096
Amy E. Alving
343,463,723
12,017,740
4,053,134
20,054,096
Sharon R. Barner
348,886,504
9,988,677
659,416
20,054,096
Joseph S. Cantie
277,415,419
81,422,301
696,877
20,054,096
Robert F. Leduc
261,196,378
97,966,201
372,018
20,054,096
David J. Miller
357,364,744
1,804,014
365,839
20,054,096
Jody G. Miller
347,380,134
11,497,473
656,990
20,054,096
Nicole W. Piasecki
269,787,953
89,090,524
656,120
20,054,096
John C. Plant
343,451,700
15,707,954
374,943
20,054,096
Ulrich R. Schmidt
349,505,142
9,659,809
369,646
20,054,096
Item 2. The
proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting
firm for 2022 was approved, based upon the following votes:
For
Against
Abstain
Broker Non-Votes
364,436,286
14,801,526
350,881
0
Item 3. The advisory vote on
executive compensation was approved, based upon the following votes:
For
Against
Abstain
Broker Non-Votes
188,390,768
170,624,590
519,239
20,054,096
Item 4. The shareholder proposal
regarding an independent Board Chairman was not approved, based upon the following votes:
For
Against
Abstain
Broker Non-Votes
100,803,916
258,239,819
490,862
20,054,096
2
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.
HOWMET AEROSPACE INC.
Dated: May 31, 2022
By:
/s/ Lola F. Lin
Name:
Lola F. Lin
Title:
Executive Vice President, Chief Legal Officer and Secretary
3
Filing details
- Company
- Howmet Aerospace Inc.
- Ticker
- HWM
- CIK
- 4281
- Form type
- 8-K
- Filing date
- May 31, 2022
- Report date
- May 25, 2022
- Document
- tm2217182d1_8k.htm
- Size
- 266 KB