老虎机种类

Announces Corporate Governance Enhancements

老虎机种类 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鈥檚 resignation. With these changes, the 老虎机种类 Board comprises 13 directors, 12 of whom are independent and seven of whom were appointed after February 1, 2016.

鈥淲e are pleased to welcome David Hess to the 老虎机种类 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 老虎机种类," concluded Mr. Kleinfeld.

Lead Independent Director and Governance and Nominating Committee Chair, Pat Russo, said, 鈥淪ince February 2016, the majority of the 老虎机种类 Board has been refreshed with seven new independent Directors. The Board鈥檚 current composition ensures in-depth company knowledge, fresh perspectives, as well as relevant skills and expertise.鈥�

Mr. Hess鈥檚 term will expire at the Company鈥檚 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 老虎机种类鈥檚 new beginning as a standalone public company, the 老虎机种类 Board has taken a number of steps to enhance and tailor the Company鈥檚 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鈥檚 By-laws to provide eligible shareholders with a 鈥減roxy access鈥� 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鈥檚 Articles of Incorporation
• The creation of a Finance Committee of the Board that will enhance the Board鈥檚 oversight of finance matters including capital expenditures and M&A
• Amendments to the Company鈥檚 Change in Control Severance Plan that reduce the level of severance benefits and eliminate certain grandfathered benefits
• Changes to the Company鈥檚 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鈥檚 strategy, leadership and governance ().

About 老虎机种类

老虎机种类 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: . Follow @arconic: , , , and .

Forward鈥揕ooking Statements

This communication 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 鈥渁nticipates,鈥� 鈥渂elieves,鈥� 鈥渃ould,鈥� 鈥渆stimates,鈥� 鈥渆xpects,鈥� 鈥渇orecasts,鈥� 鈥済uidance,鈥� 鈥済oal,鈥� 鈥渋ntends,鈥� 鈥渕ay,鈥� 鈥渙utlook,鈥� 鈥減lans,鈥� 鈥減rojects,鈥� 鈥渟eeks,鈥� 鈥渟ees,鈥� 鈥渟hould,鈥� 鈥渢argets,鈥� 鈥渨ill,鈥� 鈥渨ould,鈥� or other words of similar meaning. All statements that reflect 老虎机种类鈥檚 expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts relating to the growth of the aerospace, automotive, commercial transportation and other end markets; statements and guidance regarding future financial results or operating performance; statements about 老虎机种类鈥檚 strategies, outlook, business and financial prospects; and statements regarding potential share gains. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although 老虎机种类 believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will 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. 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 老虎机种类; (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 from restructuring programs and productivity improvement, cash sustainability, technology advancements, and other initiatives; (d) changes in discount rates or investment returns on pension assets; (e) 老虎机种类鈥檚 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; (f) the impact of cyber attacks and potential information technology or data security breaches; (g) political, economic, and regulatory risks in the countries in which 老虎机种类 operates or sells products; (h) the impact of the separation on the businesses of 老虎机种类; (i) material adverse changes in aluminum industry conditions, including fluctuations in London Metal Exchange-based aluminum prices; (j) the impact of changes in foreign currency exchange rates on costs and results; (k) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation; and (l) the other risk factors discussed in 老虎机种类鈥檚 Form 10-K for the year ended December 31, 2016, and other reports filed with the U.S. Securities and Exchange Commission (SEC). 老虎机种类 disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. Market projections are subject to the risks discussed above and other risks in the market.

Important Additional Information

老虎机种类 Inc. (鈥溊匣⒒�种类鈥�) intends to file a proxy statement and associated WHITE proxy card with the Securities and Exchange Commission (the 鈥淪EC鈥�) in connection with the solicitation of proxies for 老虎机种类鈥檚 2017 Annual Meeting (the 鈥淧roxy Statement鈥�). 老虎机种类, its directors and certain of its executive officers will be participants in the solicitation of proxies from shareholders in respect of the 2017 Annual Meeting. Information regarding the names of 老虎机种类鈥檚 directors and executive officers and their respective interests in 老虎机种类 by security holdings or otherwise is set forth in 老虎机种类鈥檚 Annual Report on Form 10-K, for the fiscal year ended December 31, 2016, and the proxy statement of Alcoa Inc., which was 老虎机种类鈥檚 former name, for the 2016 Annual Meeting, filed with the SEC on March 24, 2016. To the extent holdings of such participants in 老虎机种类鈥檚 securities are not reported, or have changed since the amounts described, in the 2016 proxy statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Details concerning the nominees of 老虎机种类鈥檚 Board of Directors for election at the 2017 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY鈥橲 DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of the definitive proxy statement and other documents filed by 老虎机种类 free of charge from the SEC鈥檚 website, . 老虎机种类鈥檚 shareholders will also be able to obtain, without charge, a copy of the definitive Proxy Statement and other relevant filed documents by directing a request by mail to 老虎机种类, Corporate Secretary鈥檚 Office, 390 Park Avenue, New York, New York 10022-4608, by calling 老虎机种类鈥檚 proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-877-750-5836, or from 老虎机种类鈥檚 website at .

老虎机种类 Inc.
Investor Contact:
Patricia Figueroa, 212-836-2758
Patricia.Figueroa@arconic.com
or
Media Contact:
Shona Sabnis, 212-836-2626
Shona.Sabnis@arconic.com