Howmet Aerospace

On April 4, 2020, Rajiv L. Gupta notified the Board of Directors (the “Board”) of Howmet Aerospace Inc. (the “Company”) that he will not stand for re-election and will retire from the Board effective as of the date of the Company’s 2020 Annual Meeting of Shareholders. On April 8, 2020, Sean O. Mahoney notified the Board that he will not stand for re-election and will retire from the Board effective as of the date of the Company’s 2020 Annual Meeting of Shareholders. Mr. Gupta’s and Mr. Mahoney’s decisions not to stand for re-election were not due to any disagreement with the Company on any matters relating to the Company's operations, policies or practices. 2

Effective as of the Separation, Timothy D. Myers, former Executive Vice President of the Company and Group President, Global Rolled Products, resigned from his position with the Company. Mr. Myers became Chief Executive Officer of Arconic Corporation. In addition, effective as of the Separation, Tolga Oal became Co-Chief Executive Officer and a director of the Company and John C. Plant, who previously served as Chief Executive Officer of the Company, became Co-Chief Executive Officer and continued as Executive Chairman of the Company. In addition, in connection with the Separation and the Distribution, Messrs. Christopher L. Ayers, Elmer L. Doty, and E. Stanley O’Neal resigned as directors of the Company to serve on the Board of Directors of Arconic Corporation, effective as of immediately prior to the Separation. Effective as of the Separation, Joseph S. Cantie, Robert F.

On February 24, 2020, Arconic Inc. (the “ Company ”) (which will be renamed Howmet Aerospace Inc. in connection with the Separation (as defined below)) entered into employment letter agreements with its current Chief Executive Officer, John C. Plant, and with Tolga Oal, who currently serves as President of the Company’s Engineered Structures division, pursuant to which Messrs. Plant and Oal will serve as Co-Chief Executive Officers of the Company following consummation of the expected distribution by the Company of all outstanding shares of Arconic Rolled Products Corporation (to be renamed Arconic Corporation) (“ Arconic Corporation ”) (such transaction, the “ Separation ”). Until the Separation, Mr. Plant will continue to serve as sole Chief Executive Officer of the Company and Mr. Oal will hold the title of Co-Chief Executive Officer Designate . The letter agreement with Mr.

On February 5, 2020, in connection with the previously announced separation (the “Separation”) of Arconic Inc. (the “Company”) into two independent, publicly-traded companies: the Company, which will be renamed Howmet Aerospace Inc. in connection with the Separation, and a new company, Arconic Rolled Products Corporation, which will be renamed Arconic Corporation in connection with the Separation (“Arconic Corporation”), Messrs. Christopher L. Ayers, Elmer L. Doty, and E. Stanley O’Neal were appointed to serve on the Board of Directors of Arconic Corporation, and accordingly, the Board of Directors (the “Board”) of the Company accepted their respective resignations from the Board, in each case effective as of the effective time of, and contingent upon, the Separation. In addition, the Board, upon recommendation of its Governance and Nominating Committee, appointed Joseph S.

On January 13, 2020, Arconic Inc. (the “ Company ”) entered into an employment letter agreement with Timothy D. Myers providing for his appointment as the Chief Executive Officer of Arconic Corporation effective upon its legal separation from the Company (the “ Separation ”). Until the Separation, Mr. Myers will continue to serve as Executive Vice President and Group President, Global Rolled Products and Transportation and Construction Solutions . The effectiveness of the letter agreement is contingent upon the occurrence of the Separation no later than July 31, 2020 (as such date may be extended by mutual agreement of Mr. Myers and the Company). The letter agreement provides for an annual compensation package consisting of a base salary of $850,000, a target annual bonus award of 125% of base salary, and eligibility for annual equity compensation awards.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. Effective December 17, 2019, the Compensation and Benefits Committee of the Board of Directors of Arconic Inc. (the “ Committee ”) determined to amend the performance-based restricted share units granted in 2018 and 2019 under the 2013 Arconic Stock Incentive Plan, as Amended and Restated, in order to appropriately address the planned separation of Arconic Inc. (the “ Company ”) into two independent publicly traded companies, as has been previously announced by the Company (the “ Separation ”).

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. On December 4, 2019, the Board of Directors of Arconic Inc. (the “ Company ”) adopted the Arconic Inc. 2020 Annual Cash Incentive Plan (the “ Plan ”). The Plan is an annual incentive plan that provides opportunities for cash awards to designated officers, including named executive officers, and other employees of the Company and its subsidiaries. Under the Plan, the Company may award cash incentives to participants based upon achievement of performance goals established pursuant to the Plan including the performance of the Company, the performance of certain divisions, business units, subsidiaries or groups and/or, where appropriate, the individual performance of the participant.

Letter Agreement with Chief Executive Officer On August 1, 2019, Arconic Inc. (the “ Company ”) entered into a letter agreement with John C. Plant providing for an extension of Mr. Plant’s term of employment as Chief Executive Officer, which was originally scheduled to conclude on February 6, 2020, through the earlier of August 6, 2020 and the date on which the expected separation of the Company’s engineered products and forging and global rolled products businesses through a spinoff of one of such businesses (the “ Separation ”) occurs. The letter agreement provides that if the Separation occurs prior to August 6, 2020, Mr. Plant will serve as an Advisor to the Company and its Board of Directors through August 6, 2020. In connection with the extension of Mr. Plant’s term of employment, the letter agreement provides that the Company will grant to Mr.

On May 14, 2019, at the 2019 annual meeting of shareholders (the “Annual Meeting”) of Arconic Inc. (“Arconic” or the “Company”), the shareholders of the Company approved the 2013 Arconic Stock Incentive Plan, as Amended and Restated (the “Amended 2013 Plan”), including the authorization of 20,000,000 additional shares of common stock for issuance thereunder, and the extension of the term of the plan by one year. A summary of the Amended 2013 Plan is set forth under “Item 4 – Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares” in Arconic’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 28, 2019 (the “2019 Proxy Statement”) and is incorporated herein by reference.

On March 14, 2019, Arconic Inc. (the “ Company ”) entered into a separation agreement with Charles P. Blankenship, the former Chief Executive Officer of the Company. The separation agreement provides that, subject to Mr. Blankenship’s non-revocation of a general release of claims in favor of the Company and compliance with his obligations under the separation agreement, and in full satisfaction of Mr. Blankenship’s right to receive severance benefits, the Company will provide to Mr. Blankenship a cash payment of $4,600,000. The separation agreement also contains a mutual non-disparagement covenant, a mutual general release of claims, and a cooperation covenant, as well as an acknowledgement by Mr.

On March 4, 2019, Arthur D. Collins, Jr. and David P. Hess notified the Board of Directors (the “Board”) of Arconic Inc. (the “Company”) that they will not stand for re-election and will retire from the Board effective as of the date of the Company’s 2019 Annual Meeting of Shareholders. Mr. Collins’s and Mr. Hess’s decisions not to stand for re-election were not due to any disagreement with the Company on any matters relating to the Company's operations, policies or practices.

Compensation Arrangements with Chief Executive Officer On February 13, 2019, the Company entered into a letter agreement with John C. Plant in connection with his appointment as Chief Executive Officer of the Company providing for a one-year term of employment commencing on February 6, 2019 (the “Effective Date”). Pursuant to the letter agreement, Mr. Plant’s compensation will consist of (i) a base salary at an annual rate of $1,600,000; (ii) a one-time restricted stock unit award in respect of 1,000,000 shares of common stock of the Company, par value $1.00 per share (the “Common Stock”), vesting on the first anniversary of the Effective Date, contingent on Mr. Plant’s continued service as Chief Executive Officer through such date and subject to accelerated vesting upon a termination of Mr. Plant’s employment without cause, a termination of Mr. Plant’s employment by Mr.

On February 6, 2019, the Company announced that the Board of Directors (the “ Board ”) appointed John C. Plant, current Chairman of the Board, as Chairman and Chief Executive Officer of the Company, effective February 6, 2019, to succeed Charles “Chip” Blankenship, who ceased to serve as Chief Executive Officer of the Company and resigned as a member of the Board, in each case as of that date . In addition, the Company announced that the Board appointed Elmer L. Doty, current member of the Board, as Chief Operating Officer, a newly created position, effective February 6, 2019. Mr. Doty will remain a member of the Board. The Company also announced that Arthur D. Collins, Jr., current member of the Board, has been appointed interim Lead Independent Director of the Company, effective February 6, 2019. The compensation arrangements for Messrs.

(e) On May 16, 2018, at the 2018 annual meeting of shareholders (the “Annual Meeting”) of Arconic Inc. (“Arconic” or the “Company”), the shareholders of the Company approved an amendment to the 2013 Arconic Stock Incentive Plan, as amended and restated (the “Amended 2013 Plan”), the sole purpose of which was to replace the Amended 2013 Plan’s prior annual limit on equity compensation payable to a non-employee director of the Company with an overall cap on the total compensation, whether equity or cash, payable to a non-employee director for a calendar year.

On April 18, 2018, Arconic Inc. disclosed that, effective April 20, 2018, Eric V. Roegner will no longer serve as Executive Vice President and Group President, Engineered Products and Solutions (EP&S), and President of Arconic Defense. The presidents of the EP&S business units, Arconic Engineered Structures, Arconic Engines, and Arconic Fastening Systems, will report directly to Chief Executive Officer Chip Blankenship, which will enable him to more directly support the businesses. 2

On March 23, 2018, Patricia F. Russo notified the Board of Directors (the “Board”) of Arconic Inc. (“Arconic” or the “Company”) that she will not stand for re-election and will retire from the Board effective as of the date of the Company’s 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”). Ms. Russo’s decision not to stand for re-election was not due to any disagreements with the Company on any matters relating to the Company's operations, policies or practices. As disclosed in the Company’s definitive proxy statement for the 2018 Annual Meeting, which was filed with the Securities and Exchange Commission on March 28, 2018, the Board has nominated the following 13 director nominees to stand for election to the Board at the 2018 Annual Meeting for a one-year term ending on the date of the Company’s 2019 Annual Meeting of Shareholders: James F. Albaugh, Amy E.

On February 14, 2018, Julie G. Richardson notified the Board of Directors (the "Board") of Arconic Inc. ("Arconic" or the "Company") that she had decided to resign from the Board, effective February 15, 2018. Ms. Richardson's resignation was not related to any disagreements with the Company on any matters relating to the Company's operations, policies or practices. In connection with Ms. Richardson's resignation, and pursuant to the Company's Certificate of Incorporation and Bylaws, on February 15, 2018, the Board approved a decrease in the size of the Board from fourteen to thirteen members.

On February 1, 2018, the Board of Directors of the Company (the “Board”) approved amendments to the Arconic Inc. Change in Control Severance Plan (the “CIC Plan”) and the 2013 Arconic Stock Incentive Plan (the “SIP”) as part of an initiative to conform the “change in control” definitions included in all of the Company’s compensation plans to a single uniform definition. All named executive officers of the Company are eligible to participate in the CIC Plan and the SIP.

On January 3, 2018, Arconic Inc. (the “ Company ”) amended the Arconic Employees’ Excess Benefits Plan C, as amended, a non-qualified defined benefit plan, in order to freeze benefit accruals for future service and compensation under the plan for all eligible employees, including Kenneth J. Giacobbe, Executive Vice President and Chief Financial Officer, effective as of April 1, 2018. In connection with this change, Mr. Giacobbe will commence receiving an employer contribution of 3% of eligible compensation under the Arconic Salaried Retirement Savings Plan (including the excess component provided under the Arconic Deferred Compensation Plan), and, for the period from April 1, 2018 through December 31, 2018, an additional transition employer contribution of 3% of eligible compensation.

below. The Letter Agreement provides that, among other things, the appointment of Mr. Miller satisfies Elliott’s right to designate a replacement for Ms. Merrin pursuant to the Settlement Agreement, dated as of May 22, 2017, by and among the Company and Elliott (the “ Settlement Agreement ”). Pursuant to the terms and subject to the conditions of the Letter Agreement, the Company has also agreed to nominate and recommend that the Company’s shareholders vote in favor of Mr. Miller or, subject to the Board’s prior approval, another designee of Elliott for re-election at the Company’s 2018 annual meeting of shareholders, and Elliott has agreed to abide by certain trading restrictions with respect to Company securities and certain financial instruments designed to hedge or offset any decrease in the market value of Company securities, at all times while Mr.

Appointment of Chief Executive Officer On October 23, 2017, Arconic Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed Charles P. “Chip” Blankenship, as Chief Executive Officer of the Company, effective January 15, 2018 (the “Effective Date”), to succeed Interim Chief Executive Officer David P. Hess. Mr. Hess will continue to serve on the Board as a director. Upon the Effective Date, Mr. Blankenship will also join the Board as a director. Mr. Blankenship will be appointed to serve on one or more Board committees on or after the Effective Date. Mr. Blankenship, age 51, was Senior Vice President of Haier Group, and President and Chief Executive Officer of its GE Appliances business from June 2016 to June 2017. He currently serves as advisor to the Executive Council of GE Appliances.

On September 6, 2017, the Board of Directors of Arconic Inc. (the "Company") was notified that Christoph Kollatz, Executive Vice President, Arconic Strategy and Corporate Services will leave the Company effective as of September 20, 2017.

of Form 8-K, this Form 8-K/A is being filed for the purpose of providing that information.

On May 21, 2017, L. Rafael Reif submitted to the Board his resignation as a member of the Board, effective as of immediately following the Annual Meeting. In addition, on May 21, 2017, the Board appointed James “Jim” F. Albaugh as a director, effective as of immediately following the Annual Meeting, to fill the vacancy resulting from the resignation of Mr. Reif. Mr. Albaugh’s term will expire at the 2018 annual meeting of shareholders. Mr. Albaugh will be appointed to serve on the CEO Search Committee of the Board promptly following his appointment to the Board, and may be appointed to one or more additional Board committees at a later date. Mr. Albaugh will receive compensation for his service on the Board pursuant to the compensation program for the Company’s non-employee directors, as in effect from time to time during his service on the Board.

On May 17, 2017, Arconic Inc. (the “Company”) and David P. Hess entered into a letter agreement governing the terms of the compensation arrangement for Mr. Hess in his role as interim Chief Executive Officer of the Company. The terms of Mr. Hess’s compensation arrangement include a monthly salary of $91,667, participation in the Company’s benefit plans (other than the Executive Severance Plan and Change in Control Severance Plan) on the terms applicable to senior executives generally, and reimbursement of business-related expenses and reasonable living expenses incurred by Mr. Hess while performing services in New York, New York. Mr. Hess will also receive an income tax make-whole payment to the extent that such reimbursements are taxable income to him. In addition, the Company and Mr.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On May 2, 2017, Ratan N. Tata notified the Board of Directors (the “Board”) of Arconic Inc. (“Arconic” or the “Company”) that he had decided to resign from the Board, effective immediately, in order to devote additional time to his business interests. As a result of his resignation, Mr. Tata’s nomination for election at the Company’s 2017 Annual Meeting of Shareholders has been withdrawn.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On May 1, 2017, Arconic Inc. (the “Company”) announced that Eric V. Roegner has been appointed President of Arconic Global Rolled Products, effectively immediately, succeeding Kay Meggers, who submitted his resignation on April 25, 2017. Mr. Roegner, who joined the Company in 2006, served as Chief Operating Officer of Investment Castings, Arconic Titanium and Engineered Products and President of Arconic Defense in his most recent role. A copy of the Company’s press release announcing its executive appointments is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

of Form 8-K, this Form 8-K/A is being filed for the purpose of providing that information.

On April 13, 2017, the Board of Directors (the “ Board ”) of Arconic Inc. (the “ Company ”) appointed David P. Hess, a current member of the Board, as Interim Chief Executive Officer of the Company, and Patricia F. Russo, who was then serving as Lead Director of the Company, as Interim Chair of the Board, in each case effective on such date. Mr. Hess and Ms. Russo were appointed to succeed Klaus Kleinfeld, who has stepped down as Chairman and Chief Executive Officer of the Company and resigned as a Board member, effective as of April 13, 2017, by mutual agreement between Mr. Kleinfeld and the Board. The compensation arrangements for Mr. Hess and Ms. Russo have not yet been determined. Mr. Hess will continue to serve on the Board. Mr. Hess, age 61, has served as a member of the Board since March 2017. Mr.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On March 1, 2017, Martin S. Sorrell notified the Board of Directors (the “ Board ”) of Arconic Inc. (the “ Company ”) that he had decided to not stand for re-election and resign from the Board, effective March 10, 2017, in order to devote additional time to his business interests. Upon the recommendation of its Governance and Nominating Committee, on March 1, 2017, the Board appointed David P. Hess, former Executive Vice President and Chief Customer Officer for Aerospace of United Technologies Corporation, as a new director to fill the vacancy resulting from Mr. Sorrell’s resignation, effective March 10, 2017. Mr. Hess’s term will expire at the time of the Company’s 2017 annual meeting of shareholders, at which the Company will nominate him for re-election to the Board. Mr.

In connection with the Separation and the Distribution, as previously reported, Ken Giacobbe became Executive Vice President and Chief Financial Officer of the Company and W. Paul Myron became Vice President and Controller of the Company, in each case effective as of immediately prior to the effective time of the Separation. Effective as of that time, as previously reported, each of Roy C. Harvey, former Executive Vice President of the Company and President of Global Primary Products; William F. Oplinger, former Executive Vice President and Chief Financial Officer of the Company; and Robert S. Collins, former Vice President and Controller of the Company, resigned from their respective positions with the Company. Mr. Harvey became Chief Executive Officer of Alcoa Corporation; Mr. Oplinger became Executive Vice President and Chief Financial Officer of Alcoa Corporation; and Mr.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On September 29, 2016, the Board of Directors (the “Board”) of Alcoa Inc. (“Alcoa” or the “Company”) appointed Ken Giacobbe, 50, to become Executive Vice President and Chief Financial Officer of the Company, effective as of immediately prior to the effective time of, and contingent upon, the Company’s previously announced separation (the “Separation”) into two independent, publicly-traded companies: the Company, which will be renamed “Arconic Inc.”, and a new public company, Alcoa Upstream Corporation, which will be renamed Alcoa Corporation in connection with the Separation (“Alcoa Corporation”). Mr. Giacobbe has served as the Chief Financial Officer of the Company’s Engineered Products and Solutions (EPS) business since January 2013. Prior to his current role, Mr.

of Form 8-K, this Form 8-K/A is being filed for the purpose of providing that information.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On September 7, 2016, the Board of Directors (the “Board”) of Alcoa Inc. (the “Company”), upon recommendation of its Governance and Nominating Committee, appointed Amy Alving, Julie Richardson, and Rajiv Gupta as directors of the Company, in each case effective as of the Company’s previously announced separation into two independent, publicly-traded companies: the Company, which will be renamed “Arconic Inc.” (“Arconic”), and a new public company, Alcoa Upstream Corporation, which will be renamed Alcoa Corporation (“Alcoa Corporation”) at the time of separation. The separation is expected to be completed in the second half of 2016. Mmes. Alving and Richardson and Mr. Gupta will be appointed to serve on one or more Board committees at a later date. Mmes. Alving and Richardson and Mr.

(b) On August 24, 2016, Alcoa Inc. (“Alcoa”) announced that Audrey Strauss, Alcoa Executive Vice President, Chief Legal Officer and Corporate Secretary, plans to retire at the completion of Alcoa’s separation later this year. Alcoa has named Kate Hargrove Ramundo Executive Vice President, Chief Legal Officer and Corporate Secretary of the future Arconic Inc., a role which will take effect upon Alcoa’s separation. A copy of Alcoa’s press release regarding the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(e) Effective August 1, 2016, in connection with the previously announced plan of Alcoa Inc. (“ Alcoa ”) to separate into two stand-alone, publicly traded companies, Alcoa USA Corp., an indirect wholly owned subsidiary of Alcoa, adopted (i) the Alcoa USA Corp. Nonqualified Supplemental Retirement Plan C (“ Alcoa USA Corp. Plan C ”), the terms of which are, in all material respects, the same as the terms of the Alcoa Inc. Employees’ Excess Benefits Plan C, as amended (“ Alcoa Plan C ”), which are set forth in the plan documents referenced below and (ii) the Alcoa USA Corp. Deferred Compensation Plan (the “ Alcoa USA Corp. DCP ”) the terms of which are, in all material respects, the same as the terms of the Alcoa Inc. Deferred Compensation Plan, as amended (the “ Alcoa DCP ”), which are set forth in the plan documents referenced below. Effective August 1, 2016, William F.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.