8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): December 10, 2020 (December 8, 2020)

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ARCONIC CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	001-39162	84-2745636
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

201 Isabella Street, Suite 400
Pittsburgh, Pennsylvania	15212-5872
(Address of principal executive offices)	(Zip Code)

(412) 992-2500

(Registrant’s telephone number, 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 $0.01 per share	ARNC	New York Stock Exchange

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

Arconic Corporation (the “Company”) announced today that Austin Camporin has resigned as a member of the Company’s Board of Directors (the “Board”) and the Finance Committee of the Board effective December 10, 2020. Mr. Camporin was the only director affiliated with Elliott Management on the Company’s Board. Mr. Camporin’s decision to resign was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.A copy of the press release issued by the Company announcing Mr. Camporin’s resignation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On December 10, 2020 the Company reduced the size of the Board to ten directors to eliminate the vacancy created by Mr. Camporin’s resignation.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit
99.1	Press Release dated December 10, 2020

SIGNATURES

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.

Date: December 10, 2020

ARCONIC CORPORATION
By:	/s/ Diana C. Toman
Name:	Diana C. Toman
Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

Arconic Announces Austin Camporin Will Step Down from the Board

PITTSBURGH, PA, December 10, 2020 – Arconic Corporation (NYSE: ARNC) (“Arconic”) announced today that Austin G. Camporin will be stepping down from the Board of Directors effective December 10th.

Mr. Camporin, Portfolio Manager at Elliott Management, has served on the Arconic Board and its Finance Committee since its launch as a standalone company on April 1, 2020.

“We want to thank Austin for his service to the Board at such a foundational stage of the company,” said Frederick “Fritz” Henderson, Chairman of the Board. “His insights and unique experience provided value to Arconic’s Board and management team.”

Mr. Camporin commented that “Arconic is a tremendous company and has been a strong long-term investment for Elliott Management. I am proud to have served as a director during its successful launch and to have played a role in setting a course for the company to continue to thrive and grow. Arconic today is well positioned to execute on numerous opportunities before it to drive operational efficiency, improved capacity utilization and increased market share, all thanks to the company’s great leadership team and its talented employees. I want to commend Tim, Fritz, and the entire management team and board for such a positive, collaborative experience. I look forward to Arconic’s continued success.”

About Arconic

Arconic Corporation (NYSE: ARNC), headquartered in Pittsburgh, Pennsylvania, is a leading provider of aluminum sheet, plate and extrusions, as well as innovative architectural products, that advance the ground transportation, aerospace, industrial, packaging and building and construction markets.

For more information: www.arconic.com.

Investor ContactMedia Contact

Jason Secore         Tracie Gliozzi

Shane Rourke         (412) 992-2525

(412) 315-2984                                 Tracie.Gliozzi@arconic.com

Investor.Relations@arconic.com    

Dissemination of Company Information

Arconic intends to make future announcements regarding Company developments and financial performance through its website at www.arconic.com.

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Forward-Looking Statements

This release 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,” “goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect Arconic Corporation’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements. These statements reflect beliefs and assumptions that are based on Arconic’s perception of historical trends, current conditions and expected future developments, as well as other factors Arconic believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance. Although Arconic Corporation believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, these expectations may not 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, many of which are beyond Arconic’s control. Such risks and uncertainties include, but are not limited to, the risk factors summarized in Arconic’s reports filed with the U.S. Securities and Exchange Commission (SEC). The statements in this release are made as of the date of this release, even if subsequently made available by Arconic on its website or otherwise. Arconic disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.

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