Howmet Aerospace Inc. — Proxy Solicitation & Information Statement 2017

May 12, 2017

DEFA14A 1 d399419ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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ARCONIC INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Arconic Inc. (the “Company”) made the following materials available to shareholders:

Arconic Employees Ask You to Keep Arconic Strong and Protect the Value of Your Investment - Vote the NEW WHITE Proxy Card Today. Since 2009 we have invested more than $3 billion successfully modernizing and expanding our manufacturing plants in Indiana, Iowa, New York, Michigan, Pennsylvania, Ohio, Virginia and Tennessee. More than 2,600 additional manufacturing jobs have been created. We estimate that every Arconic job generates 2.5 to 3 additional jobs for our suppliers and partners. Employees at Arconic’s manufacturing plants show their support for Arconic. Elliott Management, an activist hedge fund, is seeking creeping influence and control over Arconic. Don’t be misled... “Elliott has a pattern of layoffs and divestitures at the companies it has targeted.” “Elliott has shown no long-term commitment to ownership in Arconic. It is simply seeking to engineer a short-term price increase at the long-term expense of the company, its other shareholders and its employees.” – The United Steelworkers, the largest industrial union in North America, May 3, 2017 www.usw.org/news/media-center/releases ARCONIC Innovation, engineered Keep Arconic on a Strong Path Vote the NEW WHITE Proxy Card

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The Company posted the following information on its web site at www.arconic.com/global/en/investors/annual-meeting.asp :

Arconic Who We Are What We Do Join Us Investors News Contact Message to Shareholders Proxy Nominees Vote Get the Facts Hear from Others Contact Keep Arconic Strong. Protect Your Investment. Keep Arconic Strong. Protect Your Investment. VOTE TODAY! Even if you’ve already voted, VOTE AGAIN on the NEW WHITE proxy card which includes our two new nominees. Click here for more info. At Arconic’s Annual Meeting, you will have the opportunity to make an important decision to protect the future value of your investment. You will be asked to elect the directors you believe are most qualified to oversee Arconic. Your Board—which serves the interests of all shareholders—believes that Arconic has the right strategy and the right team to drive future value. Vote for Arconic’s director nominees and governance proposals on the NEW WHITE proxy card. Annual Meeting: Thursday, May 25, 2017 at 9:00AM EDT The Performing Arts Center–Purchase College, SUNY-Purchase, NY

Vote the White Card Proxy Statement Arconic Nominees Get The Facts Hear From Others Latest Update: Arconic’s Director Nominees Share Their Personal Perspectives with Shareholders May 10, 2017 View Update New Presentation for Arconic Investors New Presentation for Arconic Investors May 4, 2017 View Presentation Arconic Employees Ask You to Keep Arconic Strong and Protect the Value of Your Investment Learn More Arconic Employees Ask You to Keep Arconic Strong and Protect the Value of Your Investment Elliott Management is an Activist Investor. Don’t Be Misled. Get the Facts in Black and White. Learn More Elliott Management is an Activist Investor. Don 8 Things You Should Know about Arconic Learn More 8 Things You Should Know about Arconic

To Our Customers, We are Mission Critical Tom Enders, CEO, Airbus Group Dennis Muilenburg, Chairman, President & CEO, The Boeing Company Greg J. Hayes, Chairman, President & CEO of United Technologies Corp. David Joyce, GE Vice Chair and GE Aviation President & CEO “Elliott has shown no long-term commitment to ownership in Arconic. It is simply seeking to engineer a short-term price increase at the long-term expense of the company, its other shareholders and its employees.” The United Steelworkers (USW), May 3, 2017 Arconic Partner Airbus Arconic Partner Airbus @Arconic Contact Information

Permission to use some quotations neither sought nor obtained. 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 the aerospace, automotive, commercial transportation and other end markets; statements and guidance regarding future financial results or operating performance; statements about Arconic’s strategies, outlook, business and financial prospects; and statements regarding potential share gains. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although Arconic believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained 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. Such risks and uncertainties include, but are 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 impact of the separation on the businesses of Arconic; (i) material adverse changes in aluminum industry conditions, including fluctuations in London Metal Exchange-based aluminum prices; (j) the impact of changes in foreign currency exchange rates on costs and results; (k) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation; and (l) 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. Non-GAAP Financial Measures Some of the information included in this communication is derived from Arconic’s consolidated financial information but is not presented in Arconic’s financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Certain of these data are considered “non-GAAP financial measures” under SEC rules. These non-GAAP financial measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measure. Reconciliations to the most directly comparable GAAP financial measures and management’s rationale for the use of the non-GAAP financial measures can be found in the schedules to this communication. Arconic has not provided a reconciliation of any forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures because Arconic is unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts, and Arconic believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. In particular, reconciliations of forward-looking non-GAAP financial measures such as adjusted EBITDA and adjusted EBITDA margin to the most directly comparable GAAP measures are not available without unreasonable efforts due to the variability and complexity with respect to the charges and other components excluded from these non-GAAP measures, such as the effects of foreign currency movements, equity income, gains or losses on sales of assets, taxes and any future restructuring or impairment charges. These reconciling items are in addition to the inherent variability already included in the GAAP measures, which includes, but is not limited to, price/mix and volume. Important Additional Information Arconic Inc. (“Arconic”) has filed a definitive proxy statement and form of associated WHITE proxy card with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for Arconic’s 2017 Annual Meeting (the “Definitive Proxy Statement”). BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of any proxy statement and other documents filed by Arconic free of charge from the SEC’s website, www.sec.gov. Arconic’s shareholders will also be able to obtain, without charge, a copy of any proxy statement and other documents filed by Arconic by directing a request by mail to Arconic, Corporate Secretary’s Office, 390 Park Avenue, New York, New York 10022-4608, by calling Arconic’s proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-877-750-5836, or from Arconic’s website at www.arconic.com. Who We Are Engineered Products and Solutions Global Rolled Products Transportation and Construction Solutions Leadership Innovation How We Work What We Do Aerospace Automotive Building and Construction Commercial Transportation Industrial Solutions Energy Defense and Space Product Catalog Investors Stock Information Dividend History Events and Presentations Earnings Financial Releases Corporate Governance SEC Filings Shareholder Services Contact Investor Relations Join Us News Contact Privacy Legal Notices Integrity Line Sitemap Copyright © 2017 Arconic

Get the Facts 2017 Annual Meeting Get the Facts Letters and Press Releases Presentations and Fact Sheets News Arconic Employees Ask You to Keep Arconic Strong and Protect the Value of Your Investment The United Steelworkers, the largest industrial union in North America, May 3, 2017 www.usw.org/news/media-center/releases

DON’T BE MISLED. GET THE FACTS IN BLACK AND WHITE. Your Arconic Board Activist Hedge Fund Elliott Management Realized $8B of value over 8 years1 Twisted the truth about Arconic’s total shareholder returns Appointed an experienced Interim CEO Pushes for a CEO who is on their payroll Tried in good faith to settle this disruptive proxy fight Reneged twice Added 7 new Board members in last 16 months Manages funds that collectively beneficially own only a 13.2% economic interest in Arconic, yet wants to nominate 70% of the Board Is focused on shareholder value creation Wants to sacrifice long-term value creation for short-term gains Has support of important customers and employees Arconic customers and employee organizations have not voiced support for Elliott Answers to you Answers only to themselves and their investors 1 Value represents the aggregate change in market value of the total shares outstanding of Alcoa Inc. from March 18, 2009 through March 1, 2017, plus dividends. The value is calculated using the package value to Alcoa Inc. shareholders from March 18, 2009 through March 1, 2017. Package value to Alcoa Inc. shareholders includes Alcoa Inc. total shareholder return through October 31, 2016. From November 1, 2016 through March 1, 2017, package value to the Alcoa Inc. shareholder is calculated based on the performance of 1 share of Arconic and 1/3 share of Alcoa Corp. On November 1, 2016, as a result of the separation, every shareholder of Alcoa Inc. retained 1 share of Arconic and received 1/3 share of Alcoa Corp. for every 1 share of Alcoa Inc.; the package value calculates the total value to the former Alcoa Inc. shareholder over the specified time period. Calculation based on closing prices and reflects Arconic analysis of Capital IQ data.

8 Things You Should Know About Arconic 1 ARCONIC HAS A NEW, HIGHLY INDEPENDENT BOARD If you vote the WHITE proxy card and Arconic’s slate is elected, 9 of 13 directors will have joined in the past 16 months, making it one of the shortest tenured Boards in the S&P 500. 2 THREE CURRENT DIRECTORS WERE RECOMMENDED BY ELLIOTT These three directors, who joined the Board last year, join the rest of the Board in unanimously supporting the current Arconic strategy, and urge you to vote the WHITE proxy card. 3 WE OFFERED ELLIOTT TWO ADDITIONAL SEATS ON THE BOARD IN AN EFFORT TO END THE PROXY CONTEST Their nominees refused. Is it because they didn’t have Elliott’s permission, showing these Board nominees have more allegiance to a hedge fund than to serving all shareholders? 4 ARCONIC’S SLATE HAS ~160 COMBINED YEARS OF AEROSPACE AND DEFENSE EXPERIENCE The Arconic Board has carefully selected highly qualified nominees that have the necessary skills and experience to help select our next CEO and drive our winning strategy. 5 ARCONIC NEEDS A BOARD THAT ANSWERS TO ALL SHAREHOLDERS Elliott wants to choose 7 of our 13 directors and our CEO, even though they only own a 13% stake in Arconic. Is that fair to you and our other shareholders? 6 ARCONIC NEEDS A CEO THAT ANSWERS TO THE BOARD AND ALL SHAREHOLDERS Elliott is promoting a CEO candidate who is on their payroll and is accused of violating an agreement with his previous employer. 7 KEY CUSTOMERS SUPPORT US; NONE SUPPORT ELLIOTT Boeing, Airbus, UTC and GE have all expressed support for our strategy and management. Elliott’s proposals would put key customer relationships that will deliver superior, sustainable shareholder value at risk. 8 PRINCIPLES MATTER Elliott is an activist hedge fund that has used a personal and destructive campaign to win at any cost. Your investment deserves to be in better hands. Strong First Full Quarter As New Independent Company

Elliott is Seeking Extraordinary Influence Through Questionable Tactics To Our Customers, We are Mission Critical

The Facts are Clear: Arconic’s Track Record is Strong 1Based on combined segment adjusted EBITDA margin. Reconciliations of non-GAAP financial measures are included in an attachment to this communication Defined Plan for Value Creation Over the Next Three Years Arconic Plans to: Arconic has already created $8 Billion of Shareholder Value in 8 Years3 1Compounded annual growth rate from year end 2017 to year end 2019 2Adjusted combined segment EBITDA margin expansion 2016A – 2019. 3Value represents the aggregate change in market value of the total shares outstanding of Alcoa Inc. from March 18, 2009 through March 1, 2017, plus dividends. The value is calculated using the package value to Alcoa Inc. shareholders from March 18, 2009 through March 1, 2017. Package value to Alcoa Inc. shareholders includes Alcoa Inc. total shareholder return through October 31, 2016. From November 1, 2016 through March 1, 2017, package value to the Alcoa Inc. shareholder is calculated based on the performance of 1 share of Arconic and 1/3 share of Alcoa Corp. On November 1, 2016, as a result of the separation, every shareholder of Alcoa Inc. retained 1 share of Arconic and received 1/3 share of Alcoa Corp. for every 1 share of Alcoa Inc.; the package value calculates the total value to the former Alcoa Inc. shareholder over the specified time period. Calculation based on closing prices and reflects Arconic analysis of Capital IQ data.

Cutting-Edge Innovation Investing in R&D for a healthy pipeline of technology to create a successful future Keep Arconic Strong. Vote the White Proxy Card: the Right Board, the Right Strategy and the Right Kind of Change.

Letters and Press Releases May 10, 2017 Arconic’s Director Nominees Share Their Personal Perspectives with Shareholders May 9, 2017 Arconic’s Board of Directors Responds to Elliott’s Continued Misleading Claims May 4, 2017 Arconic Adds Two Exceptional Director Candidates to Company Slate, Bringing Valuable Aerospace Expertise May 4, 2017 Arconic’s Board of Directors Urges Shareholders to Choose Strong Arconic Governance over Questionable Elliott Tactics

April 24, 2017 Arconic Postpones Annual Meeting; Is Willing to Nominate Two Elliott Director Nominees to Resolve Proxy Contest April 17, 2017 Arconic Announces Leadership Change April 11, 2017 Arconic Urges Shareholders to Ask Elliott Important Questions April 10, 2017 Customers Endorse Arconic Management, Strategy April 5, 2017 Arconic Board Issues New Letter to Shareholders March 27, 2017 Arconic Highlights Board Strength, Management’s Record of Execution and Elliott Management’s Misunderstanding of Arconic’s Business

March 24, 2017 Arconic Board Affirms: Company has Right Leadership, Right Strategy to Deliver Shareholder Value March 17, 2017 Letter to Shareholders: Protect the Value of Your Investment March 13, 2017 Arconic Files Definitive Proxy Materials, Issues Open Letter to Shareholders: Vote the WHITE Proxy Card March 2, 2017 Independent Directors of Arconic Board Publish New Letter to Shareholders March 2, 2017 Arconic Announces Appointment of David P. Hess to Board of Directors February 7, 2017 Arconic Comments on Elliott Management’s Multiple Restatements of its Own Financial Analysis

February 6, 2017 Independent Directors of Arconic Board Publish Letter to Shareholders January 31, 2017 The 12 Independent Directors of Arconic – Three of Whom Were Nominated by Elliott – Support Arconic Management and Klaus Kleinfeld as Chairman and CEO

Presentations and Fact Sheets May 12, 2017 Arconic Employees Ask You to Keep Arconic Strong and Protect the Value of Your Investment May 11, 2017 Elliott Management is an Activist Investor. Don’t Be Misled. Get the Facts in Black and White.

May 8, 2017 8 Things You Should Know About Arconic May 4, 2017 Arconic’s Board Has Deep Experience and Is Focused on Creating Shareholder Value

May 4, 2017 New Presentation for Arconic Investors April 10, 2017 Key Arconic Customers – Airbus, Boeing, United Technologies and GE Aviation - Endorse Company Management Team and Strategy

April 5, 2017 The Facts: Arconic Leadership Has Delivered $8B in Shareholder Wealth Over the Last 8 Years1 March 31, 2017 Keep Arconic Strong. Protect the Value of Your Investment.

March 27, 2017 Driving Value Through Focused Execution and Innovation February 6, 2017 Arconic Information

News April 11, 2017 CNBC: 3D Printing Keeps Customers on the Cutting Edge April 11, 2017 Nightly Business Report: Additive Manufacturing Cuts Time and Costs (advance to 19:50)

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 the aerospace, automotive, commercial transportation and other end markets; statements and guidance regarding future financial results or operating performance; statements about Arconic’s strategies, outlook, business and financial prospects; and statements regarding potential share gains. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although Arconic believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained 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. Such risks and uncertainties include, but are 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 impact of the separation on the businesses of Arconic; (i) material adverse changes in aluminum industry conditions, including fluctuations in London Metal Exchange-based aluminum prices; (j) the impact of changes in foreign currency exchange rates on costs and results; (k) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation; and (l) 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. Non-GAAP Financial Measures Some of the information included in this communication is derived from Arconic’s consolidated financial information but is not presented in Arconic’s financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Certain of these data are considered “non-GAAP financial measures” under SEC rules. These non-GAAP financial measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measure. Reconciliations to the most directly comparable GAAP financial measures and management’s rationale for the use of the non-GAAP financial measures can be found in the schedules to this communication. Arconic has not provided a reconciliation of any forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures because Arconic is unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts, and Arconic believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. In particular, reconciliations of forward-looking non-GAAP financial measures such as adjusted EBITDA and adjusted EBITDA margin to the most directly comparable GAAP measures are not available without unreasonable efforts due to the variability and complexity with respect to the charges and other components excluded from these non-GAAP measures, such as the effects of foreign currency movements, equity income, gains or losses on sales of assets, taxes and any future restructuring or impairment charges. These reconciling items are in addition to the inherent variability already included in the GAAP measures, which includes, but is not limited to, price/mix and volume. Important Additional Information Arconic Inc. (“Arconic”) has filed a definitive proxy statement and form of associated WHITE proxy card with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for Arconic’s 2017 Annual Meeting (the “Definitive Proxy Statement”). BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of any proxy statement and other documents filed by Arconic free of charge from the SEC’s website, www.sec.gov. Arconic’s shareholders will also be able to obtain, without charge, a copy of any proxy statement and other documents filed by Arconic by directing a request by mail to Arconic, Corporate Secretary’s Office, 390 Park Avenue, New York, New York 10022-4608, by calling Arconic’s proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-877-750-5836, or from Arconic’s website at www.arconic.com. Who We Are Engineered Products and Solutions Global Rolled Products Transportation and Construction Solutions Leadership Innovation How We Work What We Do Aerospace Automotive Building and Construction Commercial Transportation Industrial Solutions Energy Defense and Space Product Catalog Investors Stock Information Dividend History Events and Presentations Earnings Financial Releases Corporate Governance SEC Filings Shareholder Services Contact Investor Relations Join Us News Contact Privacy Legal Notices Integrity Line Sitemap Copyright © 2017 Arconic