0001193125-17-144142.txt : 20170428 0001193125-17-144142.hdr.sgml : 20170428 20170427191902 ACCESSION NUMBER: 0001193125-17-144142 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170428 DATE AS OF CHANGE: 20170427 EFFECTIVENESS DATE: 20170428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Arconic Inc. CENTRAL INDEX KEY: 0000004281 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 250317820 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03610 FILM NUMBER: 17791045 BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-4608 BUSINESS PHONE: 2128362732 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-4608 FORMER COMPANY: FORMER CONFORMED NAME: ALCOA INC. DATE OF NAME CHANGE: 20141003 FORMER COMPANY: FORMER CONFORMED NAME: ALCOA INC DATE OF NAME CHANGE: 19990105 FORMER COMPANY: FORMER CONFORMED NAME: ALUMINUM CO OF AMERICA DATE OF NAME CHANGE: 19920703 DEFA14A 1 d376284ddefa14a.htm DEFA14A DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐   Preliminary Proxy Statement
☐   Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐   Definitive Proxy Statement
☒   Definitive Additional Materials
☐   Soliciting Material Under Rule 14a-12

ARCONIC INC.

 

(Name of Registrant as Specified In Its Charter)

 

          

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒   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:

 

     

 

 

 

Arconic Inc. sent the following communication to its employees:

Arconic’s Extensive Efforts to Resolve Proxy Contest:

Three Things to Know

 

 

 

1      The Board has spent an extensive amount of time trying to reach a settlement with Elliott in good faith and have demonstrated our willingness to compromise. We reached agreement on proposed terms twice. Both times, Elliott reneged, repeatedly demanding an ever-expanding Iitany of settlement terms.
2      Elliott’s behavior—demanding an Operations Committee with two of three members designated by Elliott, and designating three of five members of the CEO Search Committee—confirms Elliott is looking for a degree of control and micro-management over Arconic, and critical Board functions and process, far in excess of what we believe is appropriate for a shareholder with a 13.2% stake in our common stock.
3      Arconic will amend its proxy materials and the WHITE proxy card to reflect its revised slate of director nominees at a later date. Shareholders who previously voted on a WHITE proxy card and do not submit a new card will have their prior votes cast for the Board’s nominees other than Mr. Kleinfeld, whose nomination has been withdrawn, subject to any prior instructions the shareholder provided. Arconic postponed its 2017 Annual Meeting of Shareholders from May 16, 2017 to a date toward the end of May 2017, to be announced.