Arconic Appoints David P. Hess to Board of Directors

3/2/17

David P. Hess

NEW YORK--(BUSINESS WIRE)--Arconic Inc. (NYSE: ARNC) announced today that its Board of Directors has appointed David P. Hess, former Executive Vice President and Chief Customer Officer, Aerospace, of United Technologies Corporation (UTC), to serve as an independent director on the Board, effective March 10, 2017.

Mr. Hess has nearly 40 years of experience in the aerospace industry, including as President of Pratt & Whitney, a division of UTC, from 2009 to 2014, where he was responsible for global operations in the design, manufacture and service of aircraft engines for commercial and military aircraft. Prior to his time at Pratt & Whitney, Mr. Hess served as President of Hamilton Sundstrand, an aerospace and industrial product manufacturer and another division of UTC, where he began his professional career in 1979.

Sir Martin Sorrell has notified the Board of his decision to not stand for re-election and resign as a director, effective March 10, 2017, in order to devote additional time to his business interests. Mr. Hess will fill the vacancy resulting from Sir Martin’s resignation. With these changes, the Arconic Board comprises 13 directors, 12 of whom are independent and seven of whom were appointed after February 1, 2016.

“We are pleased to welcome David Hess to the Arconic Board. David brings extensive knowledge in aerospace and defense markets, which are critically important to our success," said Klaus Kleinfeld, Chairman and Chief Executive Officer.

"On behalf of the Board of Directors and management team, I want to express our sincere thanks to Sir Martin for his many years of dedicated service to Alcoa and Arconic," concluded Mr. Kleinfeld.

Lead Independent Director and Governance and Nominating Committee Chair, Pat Russo, said, “Since February 2016, the majority of the Arconic Board has been refreshed with seven new independent Directors. The Board’s current composition ensures in-depth company knowledge, fresh perspectives, as well as relevant skills and expertise.”

Mr. Hess’s term will expire at the Company’s 2017 annual meeting of shareholders, at which the Company will nominate him for re-election to the Board.

Corporate Governance Enhancements

In addition, the Company announced that it intends to file a preliminary proxy statement today with the U.S. Securities and Exchange Commission with respect to the 2017 annual meeting of shareholders. In light of Arconic’s new beginning as a standalone public company, the Arconic Board has taken a number of steps to enhance and tailor the Company’s governance practices.

Such actions include, among other changes:

  • The addition of three new independent directors to the Board in November 2016, at the time of the separation, in addition to the appointment of Mr. Hess
  • Amendments to the Company’s By-laws to provide eligible shareholders with a “proxy access” mechanism for nominating director candidates
  • A proposal to be submitted for shareholder approval to declassify the Board structure. If such proposal fails to receive the requisite supermajority vote, the Board intends to take actions necessary so that all directors are subject to annual elections by no later than the 2018 annual meeting of shareholders; this could be achieved by seeking shareholder approval to reincorporate the Company in Delaware
  • A proposal to be submitted for shareholder approval to eliminate supermajority vote requirements in the Company’s Articles of Incorporation
  • The creation of a Finance Committee of the Board that will enhance the Board’s oversight of finance matters including capital expenditures and M&A
  • Amendments to the Company’s Change in Control Severance Plan that reduce the level of severance benefits and eliminate certain grandfathered benefits
  • Changes to the Company’s executive compensation structure based on feedback from shareholders and benchmarking analysis
  • An enhanced shareholder engagement program involving independent directors

The independent directors of the Board also issued a letter today expressing their views on the Company’s strategy, leadership and governance (link here).

About Arconic

Arconic Inc. (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.

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