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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 26, 2026

 

 

HOWMET AEROSPACE INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware 1-3610 25-0317820
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)

 

201 Isabella Street, Suite 200  
Pittsburgh, Pennsylvania 15212-5872
(Address of Principal Executive Offices) (Zip Code)

 

Office of Investor Relations (412) 553-1950

Office of the Secretary (412) 553-1940

(Registrant’s telephone numbers, including area code)

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $1.00 per share HWM New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

(a)The 2026 annual meeting of shareholders (the “Annual Meeting”) of Howmet Aerospace Inc. (the “Company”) was held on May 19, 2026.

 

(b)Set forth below are the results of each of the matters submitted to a vote of the shareholders at the Annual Meeting. Shareholders considered three proposals at the meeting, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2026 (the “2026 Proxy Statement”) and is incorporated herein by reference.

 

As of the close of business on March 24, 2026, the record date of the Annual Meeting, there were 400,713,557 shares of common stock outstanding and entitled to vote. Of this amount, 364,912,140 shares of common stock were represented in person or by proxy at the Annual Meeting.

 

Item 1. Each of the nine director nominees named in the 2026 Proxy Statement for election to the Company’s Board of Directors was elected for a one-year term expiring on the date of the Company’s 2027 annual meeting of shareholders, based upon the following votes:

 

Nominees  For  Against  Abstain  Broker Non-Votes
James F. Albaugh  325,838,316  16,610,826  154,861  22,308,137
Amy E. Alving  337,014,323  5,246,569  343,111  22,308,137
Sharon R. Barner  332,641,238  9,814,692  148,073  22,308,137
Joseph S. Cantie  341,328,735  1,116,810  158,458  22,308,137
Robert F. Leduc  341,231,086  1,213,560  159,357  22,308,137
Jody G. Miller  338,949,940  3,506,761  147,302  22,308,137
John C. Plant  327,527,896  14,909,493  166,614  22,308,137
Ulrich R. Schmidt  337,797,633  4,630,218  176,152  22,308,137
Gunner S. Smith  341,258,544  1,180,136  165,323  22,308,137

 

Item 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2026 was approved, based upon the following votes:

 

For  Against  Abstain  Broker Non-Votes
342,356,156  22,372,401  183,583  0

 

Item 3. The advisory vote on executive compensation was approved, based upon the following votes:

 

For  Against  Abstain  Broker Non-Votes
243,199,451  99,027,657  376,895  22,308,137

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  HOWMET AEROSPACE INC.
     
Dated:   May 26, 2026 By: /s/ Jonathan A. Arena
  Name: Jonathan A. Arena
  Title: Executive Vice President, Chief Legal and Compliance Officer and Secretary

 

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