Howmet Aerospace Inc. — Proxy Solicitation & Information Statement 2021

Apr 15, 2021

DEFA14A 1 tm2113054d1_defa14a.htm DEFA14A

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant x Filed by a party other than the Registrant ¨

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

HOWMET AEROSPACE INC.

Field: Rule-Page

Field: /Rule-Page

(Name of Registrant as Specified In Its Charter)

Field: Rule-Page

Field: /Rule-Page

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing party:

(4) Date Filed:

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

BROADRIDGE CORPORATE ISSUER SOLUTIONS C/O HOWMET AEROSPACE INC. P.O. BOX 1342 BRENTWOOD, NY 11717
●
D48773-P50628

You invested in HOWMET AEROSPACE INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 25, 2021.

Get informed before you vote View the Notice and Proxy Statement and Annual Report online at www.ProxyVote.com, scan the QR barcode below, OR you can receive a free paper or email copy of the material(s) by requesting prior to May 11, 2021. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

●
Control
#	●

| Smartphone
users Point your camera here and vote without
entering a control number | ● |
| --- | --- |
| ● | Virtually
at: www.virtualshareholdermeeting.com/HWM2021 |

• Please check the meeting materials for any special requirements for meeting attendance.

V1

Field: Page; Sequence: 1

Field: /Page

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

You cannot use this Notice to vote your shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet or by mail. You may view the proxy materials online at www.ProxyVote.com or easily request a paper or email copy (see above). We encourage you to access and review all of the important information contained in the proxy materials before voting.

| Voting
Items | | Board — Recommends | |
| --- | --- | --- | --- |
| 1. | Election
of Directors | | |
| | Nominees: | | |
| 1a. | James
F. Albaugh | ● | For |
| 1b. | Amy
E. Alving | ● | For |
| 1c. | Sharon
R. Barner | ● | For |
| 1d. | Joseph
S. Cantie | ● | For |
| 1e. | Robert
F. Leduc | ● | For |
| 1f. | David
J. Miller | ● | For |
| 1g. | Jody
G. Miller | ● | For |
| 1h. | Tolga
I. Oal | ● | For |
| 1i. | Nicole
W. Piasecki | ● | For |
| 1j. | John
C. Plant | ● | For |
| 1k. | Ulrich
R. Schmidt | ● | For |
| 2. | Ratification
of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021. | ● | For |
| 3. | To
approve, on an advisory basis, executive compensation. | ● | For |
| 4. | Shareholder
Proposal regarding an independent Board Chairman. | ● | Against |
| NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | | | |

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

D48774-P50628

Field: Page; Sequence: 2; Options: Last

Field: /Page