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): February 6, 2019 (February 6, 2019)
ARCONIC INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-3610 | 25-0317820 | ||
| (State or other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification No.) | |||
|
390 Park Avenue, New York, New York |
10022-4608 |
|||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Office of Investor Relations 212-836-2758
Office of the Secretary 212-836-2732
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 2.02 | Results of Operations and Financial Condition. |
On February 6, 2019, Arconic Inc. (the “Company”) issued a press release, which included a brief discussion relating to financial guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 6, 2019, the Company announced that the Board of Directors (the “Board”) appointed John C. Plant, current Chairman of the Board, as Chairman and Chief Executive Officer of the Company, effective February 6, 2019, to succeed Charles “Chip” Blankenship, who ceased to serve as Chief Executive Officer of the Company and resigned as a member of the Board, in each case as of that date. In addition, the Company announced that the Board appointed Elmer L. Doty, current member of the Board, as Chief Operating Officer, a newly created position, effective February 6, 2019. Mr. Doty will remain a member of the Board. The Company also announced that Arthur D. Collins, Jr., current member of the Board, has been appointed interim Lead Independent Director of the Company, effective February 6, 2019. The compensation arrangements for Messrs. Plant, Doty and Collins have not yet been agreed.
Mr. Plant, age 65, has served as Chairman of the Board since October 2017 and as a member of the Board since February 2016. Mr. Plant previously served as the Chairman of the Board, President and Chief Executive Officer of TRW Automotive from 2011 to 2015 and as its President and Chief Executive Officer from 2003 to 2011. TRW Automotive was acquired by ZF Friedrichshafen AG in May 2015. Under his leadership, TRW employed more than 65,000 people in approximately 190 major facilities around the world and was ranked among the top 10 automotive suppliers globally. Mr. Plant was a co-member of the Chief Executive Office of TRW Inc. from 2001 to 2003 and an Executive Vice President of TRW from the company’s 1999 acquisition of Lucas Varity to 2003. Prior to TRW, Mr. Plant was President of Lucas Varity Automotive and managing director of the Electrical and Electronics division from 1991 through 1997.
Mr. Doty, age 64, has served as a member of the Board since May 2017. Mr. Doty was an Operating Executive at The Carlyle Group LP, a multinational private equity, alternative asset management and financial services corporation, where he previously held a similar position in 2012. In connection with his appointment as COO, Mr. Doty has resigned from his position with The Carlyle Group LP. From December 2012 to February 2016, Mr. Doty was President and Chief Executive Officer of Accudyne Industries LLC, a provider of precision-engineered flow control systems and industrial compressors. Mr. Doty also was the President and Chief Executive Officer of Vought Aircraft Industries, Inc. from 2006 until its acquisition in 2010 by Triumph Group, a leader in manufacturing and overhauling aerospace structures, systems and components. Prior to Vought, Mr. Doty was Executive Vice President and General Manager of the Land Systems Division of United Defense Industries, Inc. (now BAE Systems). Earlier in his career, Mr. Doty held executive positions at both General Electric Company and FMC Corporation.
Mr. Collins, age 71, has served as a member of the Board since April 2010. Mr. Collins was Chairman of Medtronic, Inc., a leading medical device and technology company, from April 2002 until his retirement in August 2008, and Chief Executive Officer from May 2002 to August 2007. He held a succession of other executive leadership positions with Medtronic from 1992 until his retirement, including as President and Chief Executive Officer, President and Chief Operating Officer, and Chief Operating Officer. He was Executive Vice President of Medtronic and President of Medtronic International from June 1992 to January 1994. Prior to joining Medtronic, he was Corporate Vice President of Abbott Laboratories (health care products) from October 1989 to May 1992 and Divisional Vice President of that company from May 1984 to October 1989. He joined Abbott in 1978 after spending four years with Booz, Allen & Hamilton, a major management consulting firm.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following is furnished as an exhibit to this report:
|
Exhibit No. |
Description | |
| 99.1 | Press release issued by Arconic Inc. on February 6, 2019 |
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| 99.1 | Press release issued by Arconic Inc. on February 6, 2019 |
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.
| ARCONIC INC. | ||
| Dated: February 6, 2019 | By: | /s/ Katherine H. Ramundo |
| Name: | Katherine H. Ramundo | |
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |
Exhibit 99.1
John C. Plant Appointed Chief Executive Officer of Arconic,
Elmer L. Doty to Serve as Chief Operating Officer
Strategy and Portfolio Review Update to be Provided on February 8, 2019
NEW YORK – February 6, 2019 – Arconic Inc. (NYSE: ARNC) announced today that its Board of Directors has appointed John C. Plant, current Chairman of the Board, to serve as Chairman and Chief Executive Officer. The Board has also appointed Elmer L. Doty, a current Director, to serve as Chief Operating Officer, and Arthur D. Collins, Jr., a current Director, to serve as Lead Director. These appointments are effective immediately.
Mr. Plant succeeds Chip Blankenship as Chief Executive Officer, and together with Mr. Doty, Mr. Plant will oversee the company’s operations as well as the ongoing strategy and portfolio review. It is expected that Mr. Plant will serve in the role of Chief Executive Officer for a period of one year. Arconic also announced that it expects to provide an update regarding the strategy and portfolio review when it announces fourth quarter 2018 and full year 2018 financial results on February 8, 2019.
Mr. Plant has had a distinguished career in the automotive industry and as a public company leader who has generated significant shareholder value. He previously served as Chief Executive Officer of TRW Automotive from 2003 to 2015, and as Chairman of its Board from 2011 to 2015. Under his leadership, TRW employed more than 65,000 people in approximately 190 major facilities around the world, was ranked among the top 10 automotive suppliers globally and produced total shareholder returns significantly in excess of the broader market and an index of industry peers.
Mr. Doty has extensive knowledge of Arconic’s aerospace and defense markets, having served from December 2012 to February 2016 as President and Chief Executive Officer of Accudyne Industries LLC, a provider of precision-engineered flow control systems and industrial compressors. Mr. Doty was the President and Chief Executive Officer of Vought Aircraft Industries, Inc., a leading global manufacturer of aerostructures for commercial, military and business jet aircraft, from 2006 until its acquisition in 2010 by Triumph Group.
“We are very excited that John and Elmer are taking on executive roles at the company,” commented Mr. Collins. “The Board is focused on continuing to identify and implement operational improvements and other potential strategic initiatives, and John and Elmer will bring extensive management experience, intimate knowledge of our businesses and markets, and a strong track record of driving value for shareholders as we continue that effort,” Mr. Collins continued.
Mr. Plant said, “I am confident in Arconic’s significant potential, and look forward to working as CEO to capitalize on the opportunities before us and build momentum in our businesses and enhance value for our shareholders.”
“On behalf of the Board, we would like to thank Chip Blankenship for stabilizing and guiding the company over the past year and positioning the company for improved operations and significant value creation,” said Mr. Plant.
“Arconic has a lot of strengths and a lot of opportunities, and I’m excited to join the team as COO and get to work enhancing our operations and charting a new strategic direction to deliver for our shareholders,” said Mr. Doty.
In addition, Arconic today reaffirmed its previously announced full year 2018 guidance range for earnings per share excluding special items.
About Arconic
Arconic (NYSE: ARNC) creates breakthrough products that shape industries. Working in close partnership with our customers, we solve complex engineering challenges to transform the way we fly, drive, build and power. Through the ingenuity of our people and cutting-edge advanced manufacturing techniques, we deliver these products at a quality and efficiency that ensure customer success and shareholder value. For more information: www.arconic.com. Follow Arconic: Twitter, Instagram, Facebook, LinkedIn and YouTube.
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’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements and guidance regarding future financial results or operating performance; statements about Arconic's strategies, outlook, business and financial prospects; and statements regarding the strategy and portfolio review. 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 and are subject to risks, uncertainties and changes in circumstances that are difficult to predict, which could cause actual results to differ materially from those indicated by these statements. 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 or targeted; (d) competition from new product offerings, disruptive technologies or other developments; (e) political, economic, and regulatory risks relating to Arconic’s global operations, including compliance with U.S. and foreign trade and tax laws, sanctions, embargoes and other regulations; (f) manufacturing difficulties or other issues that impact product performance, quality or safety; (g) 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; (h) the impact of cyber attacks and potential information technology or data security breaches; (i) changes in discount rates or investment returns on pension assets; (j) the impact of changes in aluminum prices and foreign currency exchange rates on costs and results; (k) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation, which can expose Arconic to substantial costs and liabilities; and (l) the other risk factors summarized in Arconic’s Form 10-K for the year ended December 31, 2017 and other reports filed with the U.S. Securities and Exchange Commission (SEC). Market projections are subject to the risks discussed above and other risks in the market. 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.