Annual Meeting Set for May 25, 2017
Company Publishes Supplemental Proxy Materials, New Investor Presentation
Arconic Urges Shareholders to Protect the Value of Their Investment by Voting FOR Arconic’s Director Nominees on the NEW WHITE Proxy Card TODAY
Arconic (NYSE:ARNC) today announced its nomination of former Boeing
Commercial Airplanes President and Chief Executive Officer James “Jim”
F. Albaugh and Air Force retired General Janet C. Wolfenbarger for
election to Arconic’s Board of Directors at the Company’s 2017 Annual
Meeting. Mr. Albaugh and General Wolfenbarger will stand for election
with current directors David Hess, Amy Alving and Ulrich Schmidt.
Ratan Tata, who has been a valued member of the Board, has resigned as a
director to focus on other business interests. With his departure, the
Board has nominated Mr. Albaugh and General Wolfenbarger to stand for
election to fill the two vacancies on the Board. Arconic previously
offered to appoint two Elliott Management nominees to the Board. Elliott
and its nominees rejected the offer.
Upon the election of Arconic’s candidates, nine directors of 13 will
have joined the Board in the last 16 months, making it one of the
shortest tenured Boards in the S&P 500. Arconic’s Board would continue
to consist of 13 directors, 12 of whom are independent, and three of
whom were nominated by Elliott last year.
Together, Arconic’s director nominees for the 2017 Annual Meeting have
decades of combined aerospace and defense experience. Their deep
expertise spans aerospace structures, jet engines, defense,
manufacturing and engineering, technology, finance and purchasing – all
highly relevant to Arconic’s core business.
About the New Arconic Nominees
James “Jim” F. Albaugh is an internationally recognized aerospace
executive who was the President and CEO of Boeing Commercial Airplanes
until his retirement in 2012. Prior to that role, Mr. Albaugh was
President and CEO of Boeing Integrated Defense Systems and President of
Rocketdyne Propulsion and Power. Mr. Albaugh is the Chairman of the
National Aeronautic Association, past Chairman of the Aerospace
Industries Association and serves on the Boards of American Airlines and
Harris Corporation. He holds a Master’s degree in Civil Engineering from
Columbia University and is an elected member of the National Academy of
Engineering. The aerospace segment represents close to half of Arconic’s
overall revenue today and has significant prospects for the future. Mr.
Albaugh brings a deep understanding of the aerospace segment’s needs.
Janet C. Wolfenbarger is a retired four-star general who was
responsible for procurement, science and technology, test and
evaluation, logistics and supply chain for the U.S. Air Force; she
oversaw an approximately $60 billion annual budget, including a large
portion of the approximately $1 billion of business that Arconic does in
the defense industry. In her last military role, General Wolfenbarger
oversaw an organization of 80,000 people and led significant
restructuring of the Air Force Materiel Command to improve efficiency.
General Wolfenbarger was the first female four-star general in Air Force
history. Among her many accomplishments, General Wolfenbarger holds a
Master’s degree in Aeronautics and Astronautics from the Massachusetts
Institute of Technology.
About Arconic’s Other Nominees
David Hess is a proven leader in the aerospace industry, with
over 38 years of operating experience and deep knowledge of jet engine
technology and manufacturing. Mr. Hess was President of Pratt & Whitney,
a $15 billion global commercial and military aircraft engine company,
and a major Arconic customer. He was most recently Executive Vice
President and Chief Customer Officer at United Technologies Corporation.
Mr. Hess is currently Arconic’s Interim CEO.
Amy Alving is a renowned expert on aerospace innovation and
engineering, and cybersecurity. She is a former executive with the
Defense Advanced Research Projects Agency (DARPA) and is a member of the
Defense Science Board, a committee of civilian expert advisors to
the U.S. Department of Defense on scientific and technical matters. Dr.
Alving has a Ph.D in Mechanical and Aerospace Engineering from
Princeton. She brings critical enterprise risk management expertise to
Arconic and is Chair of the Company’s Cybersecurity Advisory
Ulrich Schmidt is the former Chief Financial Officer of Spirit
Aerosystems Holdings, Inc. and Chief Financial Officer of Goodrich
Corporation. Mr. Schmidt is a former director at Precision Castparts
where he chaired the Audit Committee. Mr. Schmidt joined the Board in
February 2016 after being nominated by Elliott. Mr. Schmidt currently
serves as Chair of Arconic’s Audit Committee, in addition to serving on
the Governance and Nominating Committee and Finance Committee.
2017 Annual Meeting
Arconic also announced today that its Annual Meeting will be held on May
25, 2017 at 9:00 AM EDT at the Performing Arts Center, Purchase College,
SUNY, 735 Anderson Hill Road, in Purchase, New York. Shareholders of
record as of March 1, 2017 are eligible to vote. The Company will file
supplemental proxy materials with the U.S. Securities and Exchange
Commission, which will also be available on www.arconic.com/annualmeeting.
Letter to Arconic Shareholders and New Investor Presentation
The Arconic Board of Directors today published an open letter to Arconic
shareholders and a new investor presentation. The Arconic Board
unanimously recommends that shareholders vote “FOR” all five of
Arconic’s director nominees on the New WHITE proxy card today,
and urges shareholders not to cede undue and excessive influence over
the Company and the CEO search process to Elliott, one shareholder with
a 13.2% stake. The letter can be viewed
The investor presentation can be viewed
Additional information, including the letter to shareholders and
investor presentation are available at www.arconic.com/annualmeeting
Please vote today by telephone, via the Internet or by signing,
have questions or need assistance voting your shares, or wish to
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Submitting a proxy using a Blue proxy card – even if you
you had previously submitted on Arconic’s WHITE proxy
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
Follow @arconic: Twitter, Instagram, Facebook, 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.
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.