Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 25, 2021 and effective as of such date, the Board of Directors of Howmet Aerospace Inc. (the "Company" or "Howmet Aerospace") appointed Barbara L. Shultz as Vice President and Controller, replacing Paul Myron. In this capacity, Ms. Shultz will serve as the Company's principal accounting officer. Mr. Myron has been appointed Vice President, Corporate Finance, and will be responsible for Financial Planning and Analysis, Shared Services and Financial Strategy.

Ms. Shultz has worked at the Company since 2005 (the Company was previously known as Arconic Inc. and Alcoa Inc. prior to the Company's spin-offs in 2020 and 2016, respectively). Ms. Shultz was Assistant Controller since April 2020, following the Company's separation from Arconic Corporation. Prior to this, she was Director of Compliance from February 2019 to April 2020. From July 2015 through February 2019, she was the Director of Compliance of Arconic Engineered Structures where she integrated financial and internal control matters related to the acquisition of RTI International Metals Inc. She was the Director of Finance of Alcoa Wheel and Transportation Products from 2012 to 2015. Ms. Shultz joined the Company in 2005 as a manager of financial transactions and has held several positions of increasing responsibility where she addressed complex accounting issues and implemented U.S. GAAP policies worldwide, and coordinated the financial aspects of acquisitions and divestitures. Prior to joining the Company, she worked in various roles in the assurance and advisory practice at PricewaterhouseCoopers LLP for ten years.

Ms. Shultz will receive salary, bonus and equity awards, and will participate in the Company's previously disclosed or filed benefit and compensation plans, at levels consistent with her seniority and scope of responsibility, including a $125,000 annual equity award composed of 50% performance-based restricted share units (RSUs) and 50% time-vested RSUs. In addition, the Company will enter into an indemnification agreement with Ms. Shultz, which the Company has entered into with each of its officers to supplement the indemnification coverage provided by the Company's Certificate of Incorporation and Bylaws and the Delaware General Corporation Law (see the Form of Indemnification Agreement between the Company and individual directors or officers, incorporated by reference to exhibit 10.1 to the Form 8-K filed by the Company with the SEC on January 25, 2018).

Item 5.07. Submission of Matters to a Vote of Security Holders

The 2021 annual meeting of shareholders (the "Annual Meeting") of Howmet Aerospace was held on May 25, 2021. Set forth below are the results of each of the matters submitted to a vote of the shareholders at the Annual Meeting. As of the close of business on March 29, 2021, the record date of the Annual Meeting, there were 434,076,077 shares of common stock outstanding and entitled to vote. Of this amount, 369,309,484 shares of common stock were represented in person or by proxy at the Annual Meeting.

Item 1. The 11 director nominees named in the 2021 Proxy Statement for election to the Company's Board of Directors were elected, each for a one-year term expiring on the date of the Company's 2022 annual meeting of shareholders, based upon the following votes:





Nominees                  For            Against         Abstain       Broker Non-Votes
James F. Albaugh       332,290,184        7,871,464       349,243             28,798,593
Amy E. Alving          337,364,893        2,778,730       367,268             28,798,593
Sharon R. Barner       339,164,768          985,044       361,079             28,798,593
Joseph S. Cantie       297,190,506       42,937,364       383,021             28,798,593
Robert F. Leduc        271,831,208       68,300,014       379,669             28,798,593
David J. Miller        339,099,909        1,027,615       383,367             28,798,593
Jody G. Miller         337,779,211        2,359,682       371,998             28,798,593
Tolga I. Oal           338,876,244        1,260,293       374,354             28,798,593
Nicole W. Piasecki     297,237,123       42,900,897       372,871             28,798,593
John C. Plant          329,740,234       10,427,728       342,929             28,798,593
Ulrich R. Schmidt      338,472,111        1,662,345       376,435             28,798,593




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Item 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as Howmet Aerospace's independent registered public accounting firm for 2021 was approved, based upon the following votes:





    For          Against      Abstain     Broker Non-Votes
359,931,492     8,786,940     591,052            0




Item 3. The advisory vote on executive compensation was not approved, based upon
the following votes:



    For           Against       Abstain     Broker Non-Votes
151,558,542     188,113,970     838,379        28,798,593

Item 4. The shareholder proposal regarding an independent Board Chairman was not approved, based upon the following votes:





   For           Against        Abstain      Broker Non-Votes
97,973,705     241,060,594     1,476,592        28,798,593




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