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8-KThe WireRoutine

Shareholder Vote

Filed Jun 3, 2025 · 1y ago · Accession 0001104659-25-056027

Plain English

Material event — a significant development the company must disclose promptly.

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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): June 3, 2025 ( May 28, 2025 )       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 numbers, 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 2025 annual meeting of shareholders (the “ Annual Meeting ”) of Howmet Aerospace Inc. (the “ Company ”) was held on May 28, 2025.   (b) Set forth below are the results of each of the matters submitted to a vote of the shareholders at the Annual Meeting. Shareholders considered three proposals at the meeting, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (the “ SEC ”) on April 16, 2025, as supplemented by a proxy statement supplement filed with the SEC on May 9, 2025 (collectively, the “ 2025 Proxy Statement ”).   As of the close of business on March 31, 2025, the record date of the Annual Meeting, there were 404,463,735 shares of common stock outstanding and entitled to vote. Of this amount, 369,855,841 shares of common stock were represented in person or by proxy at the Annual Meeting.   Item 1. Each of the nine director nominees named in the 2025 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 2026 annual meeting of shareholders, based upon the following votes:   Nominees   For   Against   Abstain   Broker Non-Votes James F. Albaugh   342,200,243   7,432,260   300,821   19,922,517 Amy E. Alving   345,462,789   4,008,518   462,017   19,922,517 Sharon R. Barner   325,109,640   24,519,583   304,101   19,922,517 Joseph S. Cantie   348,015,182   1,611,919   306,223   19,922,517 Robert F. Leduc   348,040,694   1,588,256   304,374   19,922,517 Jody G. Miller   348,248,776   1,380,475   304,073   19,922,517 John C. Plant   328,200,113   21,436,994   296,217   19,922,517 Ulrich R. Schmidt   345,584,756   4,043,651   304,917   19,922,517 Gunner S. Smith   347,596,701   2,028,147   308,476   19,922,517   Item 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2025 was approved, based upon the following votes:   F or   Against   Abstain   Broker Non-Votes 348,063,495   21,557,681   234,665   0   Item 3. The advisory vote on executive compensation was approved, based upon the following votes:   For   Against   Abstain   Broker Non-Votes 330,581,393   18,335,752   1,016,179   19,922,517   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:   June 3, 2025 By: /s/ Lola F. Lin   Name: Lola F. Lin   Title: Executive Vice President, Chief Legal and Compliance Officer and Secretary   3
Filing details
Ticker
HWM
CIK
4281
Form type
8-K
Filing date
Jun 3, 2025
Report date
May 28, 2025
Document
tm2517045d1_8k.htm
Size
248 KB