Arconic And Elliott Reach Agreement To End Proxy Contest

(RTTNews) - Arconic (ARNC) said that it has entered into an agreement with affiliates of Elliott Management Corporation, which have combined beneficial and economic ownership of approximately 13.2% of the Company's outstanding common stock, to resolve the pending proxy contest in connection with the Company's May 25, 2017 annual meeting of shareholders.

As per the terms of the agreement, Elliott will nominate Christopher Ayers, Elmer Doty and Patrice Merrin for election as directors at the upcoming annual meeting, and the Company will nominate David Hess and Ulrich Schmidt for election as directors. Elliott and the Company have agreed to withdraw their respective nominations of any other director candidates for election at the annual meeting.

One of Elliott's director nominees will be added to the CEO search committee and Elliott will have the opportunity to engage collaboratively with the CEO search committee and meet with candidates as the Board manages the search and selection process. The mandate of the CEO search committee is to identify a world-class leader for Arconic. It will consider a number of candidates, including Larry Lawson.

In addition, the Company announced that Rafael Reif, an Arconic director since 2015, has announced his resignation as a Board member and that the Board has appointed James Albaugh, who was a candidate previously nominated by Arconic for election at the annual meeting, to fill the resulting vacancy on the Board, with such resignation and appointment to be effective immediately following the 2017 annual meeting.

The company also announced that it will be working to reincorporate in Delaware by the end of this year, and the certificate of incorporation and bylaws of the resulting Delaware corporation will provide for an annually elected Board and contain no provisions requiring a supermajority shareholder vote.