Howmet Aerospace Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 3, 2025 (
(Exact name of registrant as specified in its charter)
(State of Incorporation) |
(Commission File Number) |
(IRS Employer |
| (Address of Principal Executive Offices) | (Zip Code) |
Office of Investor Relations (412) 553-1950
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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Item 5.07 Submission of Matters to a Vote of Security Holders
| (a) | The 2025 annual meeting of shareholders (the “Annual Meeting”) of Howmet Aerospace Inc. (the “Company”) was held on May 28, 2025. |
| (b) | Set forth below are the results of each of the matters submitted to a vote of the shareholders at the Annual Meeting. Shareholders considered three proposals at the meeting, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2025, as supplemented by a proxy statement supplement filed with the SEC on May 9, 2025 (collectively, the “2025 Proxy Statement”). |
As of the close of business on March 31, 2025, the record date of the Annual Meeting, there were 404,463,735 shares of common stock outstanding and entitled to vote. Of this amount, 369,855,841 shares of common stock were represented in person or by proxy at the Annual Meeting.
Item 1. Each of the nine director nominees named in the 2025 Proxy Statement for election to the Company’s Board of Directors was elected for a one-year term expiring on the date of the Company’s 2026 annual meeting of shareholders, based upon the following votes:
| Nominees | For | Against | Abstain | Broker Non-Votes | ||||
| James F. Albaugh | 342,200,243 | 7,432,260 | 300,821 | 19,922,517 | ||||
| Amy E. Alving | 345,462,789 | 4,008,518 | 462,017 | 19,922,517 | ||||
| Sharon R. Barner | 325,109,640 | 24,519,583 | 304,101 | 19,922,517 | ||||
| Joseph S. Cantie | 348,015,182 | 1,611,919 | 306,223 | 19,922,517 | ||||
| Robert F. Leduc | 348,040,694 | 1,588,256 | 304,374 | 19,922,517 | ||||
| Jody G. Miller | 348,248,776 | 1,380,475 | 304,073 | 19,922,517 | ||||
| John C. Plant | 328,200,113 | 21,436,994 | 296,217 | 19,922,517 | ||||
| Ulrich R. Schmidt | 345,584,756 | 4,043,651 | 304,917 | 19,922,517 | ||||
| Gunner S. Smith | 347,596,701 | 2,028,147 | 308,476 | 19,922,517 |
Item 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2025 was approved, based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 348,063,495 | 21,557,681 | 234,665 | 0 |
Item 3. The advisory vote on executive compensation was approved, based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 330,581,393 | 18,335,752 | 1,016,179 | 19,922,517 |
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SIGNATURE
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.
| HOWMET AEROSPACE INC. | ||
| Dated: June 3, 2025 | By: | /s/ Lola F. Lin |
| Name: | Lola F. Lin | |
| Title: | Executive Vice President, Chief Legal and Compliance Officer and Secretary |
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