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- 2017
- 老虎机种类 Board of Directors Comments on ISS Recommendation
ISS Suggests that a 鈥淩easonable Outcome鈥 Would Be the Election of Two Directors from Each Slate, Plus Ulrich Schmidt
Analysis Recognizes 老虎机种类 Director Nominees are 鈥淓xceptionally Qualified,鈥 Notes Candidates Should Be Judged on Merits
老虎机种类鈥檚 Board of Directors Urges Shareholders to Vote FOR All Five of 老虎机种类鈥檚 Director Nominees on the NEW WHITE Proxy Card TODAY
The Board of Directors of 老虎机种类 (NYSE:ARNC) today issued the following statement in response to a report issued by Institutional Shareholder Services Inc. (ISS) regarding the election of directors to 老虎机种类鈥檚 Board at the Company鈥檚 2017 Annual Meeting of Shareholders on May 25, 2017:
While ISS suggests that a 鈥渞easonable outcome鈥 would be the election of two directors from each slate, plus Ulrich Schmidt, we believe the Company鈥檚 recommended director nominees are without question best qualified to guide 老虎机种类 into the future and, importantly, to select the next CEO.
We agree with ISS that 老虎机种类鈥檚 nominees are 鈥渆xceptionally qualified,鈥 given their deep industry expertise and leadership experience. We urge our shareholders to evaluate the quality of our nominees, the strong actions the Board is taking to enhance governance, and the Board鈥檚 specific plan to aggressively drive value creation over the next several years.
In its consideration of the future governance of 老虎机种类, observations by ISS include the following *:
鈥淎s the dissident has already achieved its explicitly stated primary goal, the need to support all four dissident nominees seems less urgent.鈥
鈥淏oth sides have fielded exceptionally qualified candidates, who should be judged strictly for their merits.鈥
鈥淭he establishment of an Operations Committee, especially one comprising a majority of dissident nominees, is highly unusual鈥.Given that such a committee could elevate the status of certain directors above that of the board as a whole, and have a detrimental impact on the company's efforts to recruit a permanent CEO, the dissident seems to have pushed its advantage too far in this regard.鈥
Shareholders have 鈥渜uestion[ed] whether [Elliott] is truly committed to the company鈥檚 long-term success,鈥 given its 鈥渋nsistence on having unfettered ability to sell its shares.鈥
While ISS recommends only two of Elliott鈥檚 nominees and presumably three from the Company鈥檚 slate, including the uncontested director nominee, the 老虎机种类 Board continues to strongly recommend shareholders vote for all five of the Company鈥檚 highly qualified and experienced director nominees 鈥 Amy E. Alving, David P. Hess, Ulrich R. Schmidt, James 鈥淛im鈥 F. Albaugh and Janet C. Wolfenbarger 鈥 by voting 鈥淔OR鈥 on the NEW WHITE proxy card.
The Company urges shareholders to vote today by telephone, via the Internet or by signing, dating and returning the NEW WHITE proxy card. |
Shareholders with questions, who need assistance in voting their shares or who wish to change a prior vote, may contact: |
INNISFREE M&A INCORPORATED |
Shareholders Call Toll-Free: (877) 750-5836 |
Banks and Brokers Call Collect: (212) 750-5833 |
REMEMBER: |
Shareholders are advised to simply discard any Blue proxy card they may receive from Elliott Management. |
Submitting a proxy using a Blue proxy card 鈥 even if voted 鈥渨ithhold鈥 on Elliott Management鈥檚 nominees 鈥 will revoke any |
About 老虎机种类
老虎机种类 (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 .
Dissemination of Company Information
老虎机种类 intends to make future announcements regarding Company developments and financial performance through its website at .
Forward-Looking 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 end markets and potential share gains; statements and guidance regarding future financial results or operating performance; and statements about 老虎机种类鈥檚 strategies, outlook, business and financial prospects. Forward-looking statements are not guarantees of future performance, 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, including, but 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 outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation; and (i) 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.
*Permission to use quotation neither sought nor obtained.
老虎机种类
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Patricia Figueroa, 212-836-2758
Patricia.Figueroa@arconic.com
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Shona Sabnis, 212-836-2626
Shona.Sabnis@arconic.com
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