Vote FOR Arconic’s Five Highly Qualified Director Nominees on the NEW WHITE Proxy Card Today
The Board of Directors of Arconic (NYSE: ARNC) today issued a letter to
shareholders that includes a Q&A with the Arconic director nominees, in
which they share their personal views and their objectives for the
Company.
Additional information, including the letter to shareholders and
supplemental proxy materials, are available at www.arconic.com/annualmeeting.
The Company urges shareholders to vote “FOR” the Company’s new slate of
five director nominees and governance proposals on the NEW WHITE proxy
card.
The full text of the letter follows:
May 10, 2017
Dear Fellow Shareholder:
At Arconic’s upcoming Annual Meeting of Shareholders on May 25, 2017,
you will have the opportunity to elect five director candidates
nominated by Arconic who we believe bring new perspectives, critical
skills and a wealth of relevant expertise to Arconic’s Board of
Directors.
Three of our candidates are current Board members – none having served
for more than 16 months – and two are entirely new and have not yet
served on Arconic’s Board.
We invite you to hear from the Arconic Director nominees to learn a
little more about their personal views and their objectives regarding
Arconic.
Unanimously,
The Board of Directors of Arconic Inc.
David P. Hess, Interim CEO
Director since: March
2017
Unique Qualifications:
- Proven aerospace industry leader, with 38 years of industry experience
-
Known for extensive and credible customer relationships across the
industry -
Former EVP and Chief Customer Officer for Aerospace at United
Technologies Corp.; Former President of Pratt & Whitney
You are Arconic’s newest director and were recently appointed Interim
CEO. What has impressed you most about the Company? What do you see as
its greatest challenge?
I’ve been impressed by how thoroughly engaged and open-minded this Board
is, as well as the range and balance of perspectives that the directors
collectively bring to bear in our deliberations. Although I’ve only been
on the Board for a little over two months, we’ve had numerous board
sessions and frequent interactions. This has given me a good opportunity
to see the group make some critical decisions and tackle tough issues –
including addressing an inappropriate letter sent by our former CEO,
recruiting new nominees to fill two open Board seats, contemplating the
appropriate timing for the annual meeting in light of fast-changing
circumstances, and engaging in settlement discussions with Elliott. I
believe if you were in the boardroom along with us, you would observe a
group of people who always act with the highest ethics and integrity and
always with the best interests of the shareholder in mind.
In terms of challenges going forward, perhaps the most critical task for
Arconic right now is recruiting a new CEO. We’ve formed a search
committee and are starting a deliberate and thorough process to select
the perfect candidate with the right experience and capabilities to lead
Arconic into the future. At the same time, we must remain relentlessly
focused on meeting or exceeding the expectations of our customers and
shareholders and on flawlessly executing our three-year plan. I am truly
honored to serve as your interim CEO and to be able to lead Arconic
through this challenging period. In the short time that I’ve been here
at Arconic, I have been very impressed by the dedication of our
employees and the support of our customers. With a strong first quarter,
we’re off to a great start, and I look forward to what lies ahead.
James “Jim” F. Albaugh
New Nominee, to join at
2017 Annual Meeting
Unique Qualifications:
- Internationally recognized commercial aerospace executive
-
Former President and CEO, Boeing Commercial Airplanes; Former Member
of Boeing’s Executive Council -
Currently, independent director of American Airlines and Harris
Corporation -
Currently, Chairman of the National Aeronautic Association; Past
President of the American Institute of Aeronautics and Astronautics;
Past Chairman of the Aerospace Industries Association
Why did you decide to join the new Arconic slate when it is in the
middle of a proxy fight? You must have numerous other opportunities to
serve on public company boards.
I agreed to join the slate because I believe Arconic is an outstanding
company with a strong values-based culture. As the President and CEO of
Boeing’s Commercial Airplanes business, I experienced first-hand what it
means to be one of Arconic’s customers. The Company stood out to me as a
true partner that invests in growing areas and innovative technologies,
and I believe the reputation and culture that Arconic has built up over
time gives it a strong foundation for future growth.
In addition, as a newly launched, standalone company, Arconic now has a
more streamlined set of businesses with a strong focus on the aerospace
and transportation industries. Given my background, this felt like an
ideal opportunity for me to contribute my knowledge and expertise to a
company where it is directly relevant and hopefully will have a real
impact. I spent almost my entire career in the aerospace sector, and my
perspective has been shaped not only by my years at Boeing but also as
Chairman of the National Aeronautic Association and in my prior roles as
President of the American Institute of Aeronautic and Astronautics and
Chairman of the Aerospace Industries Association. I’ve had the
opportunity to discuss the future of the commercial aerospace industry
with a number of leaders, and I’m excited to help Arconic realize its
full potential.
Amy E. Alving
Director since: November 2016
Committees:
Audit Committee; Cybersecurity Advisory Subcommittee (Chair)
Unique Qualifications:
- In depth technology, defense, and engineering expertise
- PhD in Mechanical & Aerospace Engineering
- Successful public company board track record
You are new to the Board, having joined last November upon the launch
of Arconic as a standalone company, following its separation from Alcoa
Corp. What is it like to be part of a company going through so much
change?
We do have a lot of change underway – governance changes at the Board
and CEO level, and operational changes as we are able to focus on our
core business, post-separation. From my experience on other boards I
know that, when making tough decisions, access to a diverse set of views
is key to finding the best path. This Board was carefully constructed to
include a wide range of experiences and perspectives. Arconic’s Board is
a bit unique in that seven of us have joined in the past 16 months, and
we are fortunate to benefit from the knowledge of the four directors
with longer tenure.
Personally, I am especially attracted to Arconic’s emphasis on
technology and innovation, which have been the focus of my career. I
served as the Director of the Special Projects Office at the Defense
Advanced Research Projects Agency (DARPA), where we developed
breakthrough innovations in support of national security. Later I was
the Chief Technology Officer at one of the nation’s largest defense
contractors. I know that successful innovation at a large company
requires alignment from the boardroom through management to the
front-line technologists, and it requires close, iterative collaboration
with customers to ensure appropriate return on investment.
From my experience in the defense and financial services sector, I also
understand the evolving cyber security threat that Arconic is facing. As
Arconic increases its criticality in the national-security supply chain,
its Board will need to ensure the Company stays ahead of this threat.
Ulrich R. Schmidt
Director since: February 2016
Committees:
Audit Committee (Chair); Executive Committee; Governance and
Nominating Committee; Finance Committee
Unique Qualifications:
- Extensive executive and business experience at the board and CFO level
-
Deep knowledge of the aerospace industry, including as Former EVP and
CFO of Spirit Aerosystems Holdings, Inc. and separately, Goodrich
Corporation - Served as chairman of Precision Castparts Audit Committee
You were suggested for the Arconic Board by Elliott last year – how
has your integration into the Board gone? Elliott obviously has
confidence in your judgment and perspective as a director (it is not
contesting your election this year) – with that in mind, do you feel
that Elliott’s criticisms of the Board are warranted?
Following my appointment to the Board, together with the other two
directors who were also nominated by Elliott last year, it was
immediately apparent that everyone on the Board has a voice and their
views are respected. Our meetings are characterized by open debate, a
free flow of ideas and the shared goal of doing what is right for the
Company and the shareholders. So to answer your first question, the
integration was seamless and there was no “us versus them” mentality or
other tension between the Elliott nominees and the rest of the Board.
Regarding your second question – I don’t believe Elliott’s criticisms of
the Board and its culture are supported by the facts. I have found that
the Board is thoroughly engaged, values strong governance and the
highest standards of ethical behavior, and actively evaluates and
embraces changes that it believes make sense for the Company and are in
the best interests of all constituents. Many of the governance changes
that have recently been adopted were being contemplated prior to or in
connection with the separation, well before Elliott launched its proxy
fight.
Janet C. Wolfenbarger
New Nominee, to join at
2017 Annual Meeting
Unique Qualifications:
-
In depth defense knowledge; 35-year veteran and first female four-star
general of U.S. Air Force -
Former lead procurement officer for U.S. Air Force, a major Arconic
customer - Independent director of AECOM since August 2015
As the Air Force’s first female four-star general, what makes you
want to take on the challenge of serving on the Arconic Board?
I’ve been fortunate to serve with exceptional teams throughout my
career, both in the Air Force and post retirement, in my corporate board
and federal advisory committee work, and I’ve been impressed with the
caliber of the people who serve at Arconic.
During my 35-year tenure in the U.S. Air Force, I oversaw an
approximately $60 billion annual budget, including purchasing, which
covered a large portion of the approximately $1 billion of business that
Arconic does in the defense industry. Arconic operates in an important
and very competitive industry, and it stands out to me as a leader in
the space. Not only because the Company offers leading innovative
technologies, but also because Arconic puts in the effort to maintain a
dialogue with its customers in order to better understand and adapt to
their wants and needs.
I also have experienced firsthand the complexities that surround
organizational transformations, which I feel gives me some insight into
Arconic – itself the product of a transformation that is still underway.
I understand that an ongoing commitment to excellence, efficiency, and
cost effectiveness is integral to any organization’s success,
particularly in the early years, and feel Arconic’s strategy of focusing
its efforts on high-potential areas reflects that.
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About Arconic
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
information: www.arconic.com.
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.
Forward–Looking Statements
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.
Arconic
Investor Contact
Patricia Figueroa, 212-836-2758
Patricia.Figueroa@arconic.com
or
Media Contact
Shona Sabnis, 212-836-2626
Shona.Sabnis@arconic.com