Shareholder Vote

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 22, 2023 ( May 17, 2023 )       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   (a) The 2023 annual meeting of shareholders (the “ Annual Meeting ”) of Howmet Aerospace Inc. (the “ Company ”) was held on May 17, 2023.   (b) 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 21, 2023, the record date of the Annual Meeting, there were 411,804,221 shares of common stock outstanding and entitled to vote. Of this amount, 367,910,841 shares of common stock were represented in person or by proxy at the Annual Meeting.   Item 1. Each of the 9 director nominees named in the 2023 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 2024 annual meeting of shareholders, based upon the following votes:   Nominees   For   Against   Abstain   Broker Non-Votes James F. Albaugh   345,134,372   4,435,235   277,473   18,063,761 Amy E. Alving   344,598,226   4,989,994   258,860   18,063,761 Sharon R. Barner   346,590,581   2,987,804   268,695   18,063,761 Joseph S. Cantie   346,348,754   3,214,136   284,190   18,063,761 Robert F. Leduc   345,543,725   4,023,093   280,262   18,063,761 David J. Miller   348,361,767   1,186,172   299,141   18,063,761 Jody G. Miller   344,939,525   4,637,056   270,499   18,063,761 John C. Plant   333,803,374   15,737,246   306,460   18,063,761 Ulrich R. Schmidt   346,994,180   2,587,224   265,676   18,063,761   Item 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2023 was approved, based upon the following votes:   For   Against   Abstain   Broker Non-Votes 354,364,948   13,063,044   482,849   0   Item 3. The advisory vote on executive compensation was approved, based upon the following votes:   For   Against   Abstain   Broker Non-Votes 341,107,672   8,299,713   439,695   18,063,761   Item 4. The advisory vote on the frequency of the advisory vote on executive compensation was approved as every one year, based upon the following votes:   1 Year   2 Years   3 Years   Abstain   Broker Non-Votes 344,564,466   184,657   4,741,125   356,832   18,063,761   Item 5. The shareholder proposal regarding reducing the threshold to call special meetings was not approved, based upon the following votes:   For   Against   Abstain   Broker Non-Votes 108,824,213   239,885,714   1,137,153   18,063,761   (d) A majority of the votes cast by shareholders at the Annual Meeting voted, on an advisory basis, to hold future say-on-pay votes every one year. In light of this advisory vote, the Company’s Board of Directors has determined that the Company will continue to hold a say-on-pay vote every year until the next required say-on-pay-frequency vote, which will occur no later than the Company’s 2029 annual meeting of shareholders.   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 22, 2023 By: /s/ Lola F. Lin   Name: Lola F. Lin   Title: Executive Vice President, Chief Legal and Compliance Officer and Secretary   3