Arconic Inc. filed 8-K

Arconic Inc. revealed 8-K form on Friday, May 17 accessible here.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2019, at the 2019 annual meeting of shareholders (the ‘Annual Meeting’) of Arconic Inc. (‘Arconic’ or the ‘Company’), the shareholders of the Company approved the 2013 Arconic Stock Incentive Plan, as Amended and Restated (the ‘Amended 2013 Plan’), including the authorization of 20,000,000 additional shares of common stock for issuance thereunder, and the extension of the term of the plan by one year. A summary of the Amended 2013 Plan is set forth under ‘Item 4 – Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares’ in Arconic’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 28, 2019 (the ‘2019 Proxy Statement’) and is incorporated herein by reference. The summary of the Amended 2013 Plan is qualified in its entirety by reference to the full text of the Amended 2013 Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Additionally, on May 14, 2019, Arconic amended and restated its Executive Severance Plan and its Change in Control Severance Plan. In both cases, the restated plans contain substantially the same terms as were in effect prior to the restatement, except that the restated plans provide that, after the restatement date, new participants will be admitted to the applicable plan only if expressly designated by the Compensation and Benefits Committee of the Company’s Board of Directors as eligible to participate in the plan. Participants as of the restatement date, including three of the Company’s named executive officers, continue to participate in the plans on the same terms as applied prior to the restatement. The foregoing description of the amended and restated plans does not purport to be complete and is qualified in its entirety by reference to the full text of the plans filed herewith as Exhibits 10.2 and 10.3.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on May 14, 2019. Set forth below are the results for each of the matters submitted to a vote of the shareholders at the Annual Meeting. As of the close of business on March 25, 2019, the record date for the Annual Meeting, there were 453,083,173 shares of common stock outstanding and entitled to vote. Of this amount, 404,233,336 shares of common stock were represented in person or by proxy at the Annual Meeting.

Item 7.01. Regulation FD Disclosure.

Beginning on May 17, 2019, the 2018 Arconic Sustainability Report, which details Arconic’s global environmental and social performance, will be available online in the Sustainability Reports section of Arconic’s website at

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K shall not be deemed to be ‘filed’ for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. In addition, the furnishing of this Item 7.01 of Form 8-K will not be deemed an admission that the 2018 Arconic Sustainability Report includes material information that is not otherwise publicly available.

Item 8.01. Other Events.

On May 14, 2019, the Board appointed Rajiv L. Gupta to serve as the Board’s independent Lead Director and as Chair of its Governance and Nominating Committee. Mr. Gupta succeeds Arthur D. Collins, Jr., who retired as a director of the Company effective as of the 2019 Annual Meeting, as previously announced. The Board also appointed James F. Albaugh to succeed Rajiv L. Gupta as the Chair of the Board’s Compensation and Benefits Committee. Ulrich R. Schmidt remains the Chair of the Board’s Audit Committee, and Sean O. Mahoney the Chair of its Finance Committee.

Item 9.01. Financial Statements and Exhibits.

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.

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