false 0000004281 0000004281 2025-05-28 2025-05-28 0000004281 us-gaap:CommonStockMember 2025-05-28 2025-05-28 0000004281 us-gaap:CumulativePreferredStockMember 2025-05-28 2025-05-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

 

FORM 8-K

 

 

 

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 (May 28, 2025)

 

 

 

HOWMET AEROSPACE INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 1-3610 25-0317820

(State of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

201 Isabella Street, Suite 200
Pittsburgh, Pennsylvania 15212-5872
(Address of Principal Executive Offices) (Zip Code)

 

Office of Investor Relations (412) 553-1950

Office of the Secretary (412) 553-1940

(Registrant’s telephone numbers, including area code)

 

(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:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $1.00 per share HWM New York Stock Exchange
$3.75 Cumulative Preferred Stock, par value $100 per share HWM PR NYSE American

  

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 ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

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

 

2

 

 

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

 

3