Howmet Aerospace Inc. (HWM) Earnings Call Transcript & Summary

Welcome to the 2020 Howmet Aerospace Annual Meeting of Shareholders. Our host for today's call will be Kate Ramundo, Executive Vice President, Chief Legal Officer and Secretary; and John Plant, Executive Chairman and Co-Chief Executive Officer. [Operator Instructions] I will now turn the call over to our host, Ms. Ramundo. You may now begin.

Thank you. Good morning, ladies and gentlemen. I'm Kate Ramundo, Executive Vice President, Chief Legal Officer and Secretary of Howmet Aerospace. I would like to welcome you to the Howmet Aerospace 2020 Annual Meeting of Shareholders. In light of the public health impact of the coronavirus pandemic and in order to protect our shareholders, directors and employees, we're holding this annual meeting by virtual webcast. The agenda for today's meeting and the proposals to be considered are presented on this slide. John Plant, our Executive Chairman and Co-Chief Executive Officer, who will be presiding at this meeting, will now welcome you and introduce our Board of Directors.

Good morning, and welcome. I'd like to thank you for attending the Howmet Aerospace 2020 Annual Meeting of Shareholders. And let me introduce my fellow directors: Jim Albaugh, Amy Alving, Joe Cantie, Bob Leduc, Dave Miller, Jody Miller, Tolga Oal, Nicole Piasecki and Rich Schmidt. Retiring from our Board of Directors after this meeting are Raj Gupta and Sean Mahoney. On behalf of the entire company, I'd like to thank Raj and Sean for all their contribution to the company. It was both a pleasure and a privilege to work alongside them on the Board of Directors. I now formally call this meeting to order, and I'm going to ask Kate Ramundo to conduct the business portion of the meeting.

In order to conduct a fair and orderly meeting, we've established rules and procedures for the conduct of the Annual Meeting of Shareholders. A link to the rules and procedures can be found in the lower right-hand corner of your screen. We will conduct the meeting in accordance with these rules and procedures, and your cooperation and observing them for the meeting is greatly appreciated. [Operator Instructions] Next, I would like to advise you that we have met the legal requirement for today's meeting. Notice of this meeting and the proxy voting materials were made available to each shareholder entitled to vote, beginning on or about April 29, 2020. As stated in the notice and proxy statement, the record date for voting at this meeting was the close of business on April 27, 2020. We have mailed and made available notice of this meeting and the company's proxy voting materials to each shareholder entitled to vote as of the record date. An affidavit of mailing these materials has been filed with the company's records. A list of shareholders as of the record date has been made available for examination by shareholders for purposes of this meeting and can be accessed on your screen. The Board of Directors has appointed American Election Services to act as inspector of election for this meeting. Present by phone is Jim Raitt, a representative of American Election Services. A total of 436,103,413 shares of common stock outstanding are entitled to vote at this meeting. The inspector of elections reports that proxies were received from Howmet Aerospace shareholders holding approximately 366 million shares of common stock or approximately 84% of the total common stock entitled to vote, which satisfies the quorum requirement of Delaware law for this meeting. Therefore, this meeting is properly organized with a quorum present, and we can proceed with the business of today's meeting. Present on the phone today are Greg Chester and Gilbert Lindsay from PricewaterhouseCoopers. PricewaterhouseCoopers is available to respond to any questions that are appropriate for them to address during the questions-and-answers session at the end of this meeting. The Proxy Committee consisting of Ken Giacobbe, Paul Myron and Peter Hong, who were appointed by the Howmet Aerospace Board of Directors, are also on this call to represent those shareholders who provided their proxies to the committee. All items of business are now formally before the meeting. Mr. Plant, the Presiding Chairman of the meeting, will now officially open the polls.

The time is 8:04, and I declare the polls now open for each item to be voted on today, June 15, 2020.

Voting today is by proxy and electronic ballot. Most of our shareholders have already voted by returning their proxies. Their shares are being voted by their proxies accordingly. Any shareholder who has not voted or wishes to revoke or change his or her vote may do so by clicking on the Vote Here button on your screen and following the instructions provided. Shareholders who have submitted proxies or have previously voted by mail, Internet or phone and do not wish to change their vote do not need to take any further action. Their votes will be counted automatically. At this time, the polls are open for voting on the proposals. There are 4 items of business for this meeting. Each of these items is further discussed in the proxy materials that were distributed in connection with this meeting. We have not received any other items of business in accordance with our governing documents or the SEC's proxy rules. As a result, we will not consider any additional items of business at this meeting and all nominations and proposals are, hereby, closed. The first item is the election of the following 10 director nominees to serve for a 1-year term expiring in 2021: James F. Albaugh; Amy E. Alving; Joseph S. Cantie; Robert F. Leduc; David J. Miller; Jody G. Miller; Tolga I. Oal; Nicole W. Piasecki; John C. Plant; and Ulrich R. Schmidt. The Board of Directors recommends for the election of each director nominee. The second item of business is the ratification of PricewaterhouseCoopers LLP as Howmet Aerospace's independent registered public accounting firm for 2020. The Board of Directors recommends voting for the ratification of the appointment of PricewaterhouseCoopers LLP to serve as the company's independent registered public accounting firm for 2020. The third item of business is to approve on an advisory basis our executive compensation. The Board of Directors recommends voting for the advisory approval for executive compensation. The fourth item of business, if properly presented, is a shareholder proposal to lower the ownership threshold for the right to call a special shareholder meeting. I understand that the shareholder proponent, Mr. John Chevedden, on behalf of Mr. Kenneth Steiner, is on the phone today to present the proposal at this meeting. The shareholder proposal, the shareholder supporting statement and the company's statement and opposition to the proposal are included in the proxy materials that were distributed in connection with this meeting. Mr. Chevedden, in accordance with the rules and procedures for the conduct of the meeting has a 3-minute limit. The shareholder proposal is now before the meeting. Operator, please enable Mr. Chevedden's participant line, so he can present the shareholder proposal.

Hello. This is John Chevedden. Can you hear me okay?

Yes, we can hear you. Please go ahead.

Proposal 4, make sure the right to call a special meeting more accessible, sponsored by Kenneth Steiner of Great Neck, New York. Shareowners ask our Board to take the steps necessary to amend the governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. This proposal eliminates the requirement of a holding period for a stock to qualify to ask for a special meeting, such as the current burdensome 1-year stock holding period. This proposal is particularly important at Howmet with its low voter turnout at the annual meeting. Special meetings allow shareholders to vote on important matters such as electing new directors that can arise between annual meetings. This proposal is more important when our Chairman and CEO, John Plant, received the most negative director votes in 2019. Also, the 2019 Howmet proxy hyped Howmet's robust shareholder engagement. Such robust shareholder engagement apparently did not foresee the Howmet executive pay would be rejected by 31% of shares in 2019. A 5% rejection is the norm for a well-performing company. This 31% rejection also does not reflect well on James Albaugh, who chaired the Howmet Executive Pay Committee. This proposal is especially important to Howmet shareholders because we may now have only a phantom right to call a special shareholder meeting. With the Howmet 25% share ownership requirement to call a special meeting, it could actually take 75% of Howmet shares to take the tedious bureaucratic steps to actually call a special meeting. This is particularly important because only 75% of Howmet shares voted in 2019. If 75% of shares request a special meeting, then 1/3 of these shares could be disqualified because they were held for less than 1 year. Then another 1/3 of shares could be disqualified because they fell short on meeting just one of the tedious bureaucratic requirements in a 1,600-word section of Howmet's bylaws. One can be sure that management will have attorneys with a sharp eye to spot any errors or omissions. Making the right to call a special meeting more accessible to shareholders is showing increased support. For instance, this proposal topic won 51% support at O'Reilly Automotive in 2019. Please vote yes, make shareholder right to call a special meeting more accessible, proposal 4.

Thank you, Mr. Chevedden, for your presentation of the shareholder proposal. The Board of Directors recommends voting against the shareholder proposal for the reasons stated in the proxy materials. [Voting]

I now declare the polls closed at this time of 8:10 today, June 15, 2020.

At this time, I'd like to provide the preliminary voting results. Based on the preliminary report of the inspector of elections, all 10 director nominees have been elected to the Board of Directors with all nominees receiving at least 95% of the votes cast. The proposal to ratify the appointment of PricewaterhouseCoopers as Howmet Aerospace's independent registered public accounting firm for 2020 has been approved with approximately 96% of the votes cast for the proposal. Executive compensation has been approved on an advisory basis with approximately 52% of the votes cast for the proposal. The shareholder proposal was not approved with approximately 85% of the votes cast against the proposal. We will report the final election returns on a Form 8-K with the Securities and Exchange Commission within 4 business days of this meeting. That completes our formal business, and the business portion of the meeting is formally adjourned at 8:11 today, June 15, 2020.

Thanks, Kate. At this time, I'd like to open the meeting for questions. [Operator Instructions] The first question is, what is the liquidity position of Howmet? When we separated on the 1st of April and after a series of, I'll say, financial transactions to set up the spun company, Arconic Corp. with the right amount of leverage, the opening cash position of Howmet was some approximately $840 million of cash in hand, plus the available revolver that was at $1.5 billion. During April, after a pre-announcement of the first quarter earnings, the company went out and raised additional bond debt to use to term out the near-term maturities of our bonds in 2021 and 2022. After that series of transactions, the cash on hand of the company was approximately $1.2 billion and so the cash position of the company is healthy. And we also have available to us the revolver, which is currently undrawn. And also, a final point I'd make is that none of our debt is secured, and therefore, that market is open to us should we ever feel the need to draw on that. And the next question is, can we expect the Board to consider enacting a dividend? We have currently suspended our dividend in the light of the turbulence in the financial markets and the difficulties at our end customers, which ultimately are the airlines are facing in terms of load factors given the COVID-19 problems that everybody is fully aware of. The Board will consider both the matter of dividend and potential share buyback in the future as and when we are clear what the state of the end markets is, both for demand for people traveling, the expected future demand for aircraft production, and therefore, the impact that we'll have on the Howmet as a company. And that deals with another question about share buyback. Another question is, how many layoffs do we expect of employees? And does that affect the morale and productivity of the remaining employees? We've actually exceeded the numbers quoted here of 600 in terms of layoffs for the company as we've had to adjust our manufacturing capabilities and capacities to the current state of demand from the aviation companies in terms of engine build and also the aircraft manufacturers. And it's well publicized that both Boeing currently are not making the 737 MAX neither are they, I'll say, building their wide-body aircraft at the previous rate. Similarly, Airbus. And those really are the 2 companies that ultimately we look to in terms of gauging the production requirements. And in terms of morale, clearly, whenever you go through a period of layoff, it's not a positive event. At the same time, we've tried to move clearly, communicate clearly and adjust our requirements swiftly, so that we can focus on the business at hand for everybody. And so currently, I'm hopeful that the majority of any employment changes that we have at Howmet are largely behind us. Next question is, has the Board met by telephone since the beginning of the pandemic? And indeed, when was our last Board meeting, in-person Board meeting? The last in-person Board meeting for the -- both the current and or prospective directors for the Howmet Aerospace company was held in person in February. And since then, we've only met by telephone or by, I will say, Zoom, such that we could discuss the matter of hand. The most important of which was, of course, making sure that we understood the state of the end markets for the company, what were our plans to address them. And then finally, I'll say, the re-terming of our bond debt to make sure that the liquidity was there such that the company had a solid basis of operations going forward. And I've already covered that. Next question is, please name any directors who did not attend today's online meeting. As of right now, I am not aware of any director which is not present on this meeting today or on the call. Other question is, how many employees have contracted COVID-19? And what percent currently work from home? The last number I saw for COVID, I'll say, cases in the company was I think we were at sub-40. And all of our employees have recovered from that or in the process of recovery. I'm not aware of any fatalities resulting from the virus. In terms of work from home, we're compliant with the state-by-state or country-by-country, I'll say, regulations. For the most part, we've been deemed for our production facilities to be an essential industry, in particular because of the military applications for some of our products. And the majority of our plants are currently working. In fact, I think there's only 1 plant now, which is outside of the U.S., which is not working in a normal manner. And that's a fairly small operation in Europe. In terms of employees, currently, the headquarters building in Pennsylvania has been closed and is actually opening today. And we're looking at bringing approximately half of our employees back for the next 2 weeks and then doing a rotating 2-week program until, again, the Governor of Pennsylvania is that we're in an all clear state to be able to operate back in the office. And obviously, we're also compliant with any such requirements elsewhere in other states that apply, whether it's, I'll say, New York or California or, indeed, whichever state our manufacturing plants are operating. The final question is, how many shareholders logged on to today's meeting? I do not know the answer to that question. And if Kate knows, ask her to say. Apart from that, I'll say we do not know. And then, actually, there's another one just come in. How does the company think about the issue of diversity at the Board level, particularly regarding to racial and ethnic diversity, and statement of companies in terms of -- diversity has been shown to enhance decision-making and protection against group think. We have tried both to consider diversity in terms of ethnicity and the gender. And certainly, I found, I think, a very good balance within our Board in terms of gender, and that is something that, I think, we can be, I think, pleased with. And as we've seen from the names today, almost half of the future Board of Howmet is, indeed, female gender. In terms of ethnicity diversity, we're not at the point at where we'd like to be. And I think we fully understand the question. And we will look to improve that going forward. And with that, I think every question has now been answered. And I'd like to move to closing the call and thank everybody very much for attending today.

Yes, thank you for attending today's meeting.