DEFA14A 1 d382025ddefa14a.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

 

 

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☐   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)

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Arconic Inc. made the following materials available to shareholders:

 

LOGO

Elliott Management is an activist hedge fund. They have sent you some colorful illustrations. BUT DON’T BE MISLED. GET THE FACTS IN BLACK AND WHITE. YOUR ARCONIC BOARD ACTIVIST HEDGE FUND ELLIOTT MANAGEMENT Through a business transformation and Twisted the truth about Arconic’s total shareholder separation, shareholders have realized $8 billion of 1 returns to mislead shareholders. value over 8 years. Pushes for a CEO who is on their payroll. How can Appointed an experienced Interim CEO who brings this CEO do what’s best for all Arconic shareholders decades of relevant experience. when Elliott has agreed to pay him approximately $28 million over the next two years? Tried in good faith to settle this disruptive Reneged twice. After initially agreeing to terms, proxy fight repeatedly. Elliott backed out of two settlement agreements. Elliott is a single investor owning only 13.2% of Added 7 new Board members in the last 16 months Arconic’s stock, yet wants to nominate 70% of the who bring fresh external perspectives and are not Board. This hedge fund is seeking undue influence tethered to any one investor. over your company. Is focused on shareholder value creation. Has put Wants to sacrifice long-term value creation for short-forth a strategy for profitable growth in attractive term gains. Elliott’s strategy and proposed CEO markets through customer partnerships, innovation could destroy Arconic’s technological advantage and and disciplined cost control. damage our customer relationships. Has support of important customers and employees: Arconic customers and employee organizations have including Airbus, GE, Boeing, United Technologies, not voiced support for Elliott. and The United Steelworkers. Answers to you. Answers only to themselves and their investors. ELLIOTT IS THREATENING THE VALUE OF YOUR INVESTMENT. Elliott is an activist hedge fund obligated to serve its own investors, with no fiduciary duty to you. It is demanding undue influence over all of Arconic and may imperil your investment. Don’t be misled. Protect the value of your investment and keep Arconic strong. Vote your shares in support of the Arconic Board — proven leaders who are engaged and committed to creating value for all shareholders. Vote the NEW WHITE proxy card today. If you’ve already voted, do so again using the NEW WHITE proxy card.

LOGO

Your Vote Is Important! Keep Arconic strong. Vote the NEW WHITE VOTE BY TELEPHONE, INTERNET OR MAIL Proxy Card Today We urge you to discard any BLUE proxy card you might receive from Elliott Management. Remember, only your latest-dated proxy counts. If you have voted using the Blue proxy card, you have every right to change your vote. Please just vote again TODAY, using the enclosed NEW WHITE proxy card. If you have any questions, please call our proxy solicitor: Innisfree M&A Incorporated (877) 750-5836 (TOLL-FREE from the U.S. and Canada) (412) 232-3651 (from other locations) 1 Value represents the aggregate change in market value of the total shares outstanding of Alcoa Inc. from March 18, 2009 through March 1, 2017, plus dividends. The value is calculated using the package value to Alcoa Inc. shareholders from March 18, 2009 through March 1, 2017. Package value to Alcoa Inc. shareholders includes Alcoa Inc. total shareholder return through October 31, 2016. From November 1, 2016 through March 1, 2017, package value to the Alcoa Inc. shareholder is calculated based on the performance of 1 share of Arconic and 1/3 share of Alcoa Corp. On November 1, 2016, as a result of the separation, every shareholder of Alcoa Inc. retained 1 share of Arconic and received 1/3 share of Alcoa Corp. for every 1 share of Alcoa Inc.; the package value calculates the total value to the former Alcoa Inc. shareholder over the specified time period. Calculation based on closing prices and reflects Arconic analysis of Capital IQ data.