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

The 2021 Howmet Aerospace Annual Meeting of Shareholders. Our host for today's call will be Margaret Lam, Associate General Counsel, Chief Securities & Governance Counsel and Assistant Secretary; and John Plant, Executive Chairman and Co-Chief Executive Officer. [Operator Instructions] I will now turn the call over to our host, Ms. Lam. You may now begin.

Thank you. Good morning. I'm Margaret Lam, Associate General Counsel, Chief of Securities & Governance and Assistant Secretary of Howmet Aerospace. I would like to welcome you to the Howmet Aerospace 2021 Annual Meeting of Shareholders. We're holding today's annual meeting virtually due to the uncertainty relating to the COVID-19 pandemic and to encourage greater shareholder attendance and participation. 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 and executive officers.

Thank you for attending the Howmet Aerospace Annual Meeting of Shareholders. I'd like to introduce my fellow Directors and nominees who are with me today: Jim Albaugh, Amy Alving, Sharon Barner, Joe Cantie, Bob Leduc, Dave Miller, Jody Miller, Tolga Oal, Nicole Piasecki and Rick Schmidt. In addition to Tolga, my -- in addition, Tolga, my co-CEO is in attendance, also our Executive Officer; Ken Jacobi, Executive Vice President and CFO; and Neil Marchuk, Executive Vice President and Chief Human Resources Officer. I now formally call the meeting to order, and I'll ask Margaret Lam to conduct the business portion of the meeting.

In order to conduct a fair and orderly meeting, we have established rules and procedures for the conduct of the Annual Meeting of Shareholders. The rules and procedures can be found at the lower right-hand corner of your screen. We will conduct the meeting in accordance with these rules and procedures, and your cooperation observing them is greatly appreciated. [Operator Instructions] Next, I would like to advise you that we have met the legal requirements for today's meeting. Notice of this meeting and the proxy materials were made available to each shareholder entitled to vote beginning on or about April 14, 2021. As stated in the notice and proxy statement, the record date for voting at this meeting was the close of business on March 29, 2021. We have mailed or made available notice of this meeting and the company's proxy statement and annual report to each shareholder entitled to vote as of the record date. An affidavit of mailing these materials have 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 serve as inspector of election for this meeting. Present by phone as Karl Wagner, a representative of American Election Services. A total of 434,076,077 shares of common stock outstanding are entitled to vote at the meeting. The inspector of election reports that proxies were received from Howmet Aerospace shareholders holding approximately 369 million shares of common stock or approximately 85% of the total common stock entitled to vote, which satisfies the quorum requirements 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. President of the phone today are Kirsten Albert and Daniel Hall from our independent auditors, PricewaterhouseCoopers. PricewaterhouseCoopers is available to respond to any questions that are appropriate for them to address during the question-and-answer session at the end of this meeting. The Proxy Committee appointed by the Howmet Aerospace Board of Directors is also present 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 9:05 a.m., and I declare the polls now open for each item to be voted on today, May 25, 2021.

Voting today is by proxy and electronic ballot. Most of our shareholders have already voted by returning their proxies. Their shares are being voted accordingly by their proxies. If you are a shareholder who have not voted or wishes to change your vote, you may do so by clicking on the Vote Here button on your screen and following the instructions provided. Please remember that if you have previously voted by mail, Internet or phone, you do not need to vote again. At this time, the polls are open for voting on the proposal. 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 the meeting. We have not received any other items for 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 11 director nominees to serve for a 1-year term expiring in 2022: James F. Albaugh; Amy E. Alving; Sharon R. Barner; 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 voting 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 2021. The Board of Directors recommends voting for this item. 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 of executive compensation. The fourth item of business,if properly presented, is a shareholder proposal regarding an independent Board Chairman. The shareholder proposal, the shareholder's supporting statements and the company's statement and opposition to the proposal are included in the proxy materials that were distributed in connection with this meeting. I understand that Mr. [ Beatty ], a representative of the shareholder proponent, is on the phone today to present the proposal at this meeting. Mr. Beatty, in accordance to the rules and procedures for the conduct of this meeting, there is a 3-minute limit. The shareholder proposal is now before the meeting. Operator, please enable Mr. Beatty's line for him to present the shareholder proposal.

Can you hear me?

Yes.

Yes.

Hello?

Yes. Go ahead.

All right. Proposal 4, independent proposal for independent Board Chairman by Kenneth Steiner. The shareholders request that the Board of Directors adopt this policy and amend the governing documents, as necessary, to require the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition. This proposal topic won 52% support at Boeing, and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic in June 2020. The roles of Chairman and CEO are fundamentally different and should be held by two directors, a CEO and a Chairman, who is completely independent of the CEO and our company. The role of the CEO and management is to run the company. The role of the Board of Directors is to provide independent oversight of management and the CEO. There is a potential conflict of interest for our CEO to have the oversight role of Chairman and, thus, be his own boss. Shareholders are best served by an independent Board Chair who can provide a balance of power between the CEO and the Board. Our CEO serving as Chair can result in excessive management influence on the Board and weaker oversight of management. The CEO becomes his own boss. In an example, from a company whose share price went from $130 to $190 in the last 12 months, the 2020 Lowe's annual meeting proxy said Lowe's independent directors determined that having a separate Chairman and Chief Executive Officer affords the CEO the opportunity to focus his time and energy on managing the business and allows the Chairman to devote his time and attention to board oversight and governance. In resisting this proposal, management makes a hollow claim that there are strong governance practices in place. The evidence contradicts this. This so-called governance was apparently blindsided by the near-majority shareholder opposition to management pay in 2020. Howmet Aerospace shareholders voted a 47% rejection of management pay at the 2020 Annual Meeting. This 47% rejection likely represented a majority rejection from the shares that have access to objective proxy voting advice, a 5% to 10% rejection is the norm. This high rejection of management pay suggests that Howmet needs a new Chair for the Management Pay Committee, which would be facilitated if Howmet had an independent Chairman of the Board. Please vote yes, independent Board Chair, Proposal 4. That's it.

Thank you, Mr. Beatty, for your presentation of the proposal. Per the recent data in the proxy materials, the Board of Directors recommends voting against this shareholder proposal. [Voting]

Now that all nominations and proposals have been presented, Mr. Plant will close the polls.

I declare the polls now closed at 8:09 today, May 21, 2021.

Thank you. At this time, I would like to proceed with providing the preliminary voting results based on the preliminary report of the inspector of election. Each of the 11 director nominees has been elected to the Board of Directors, with all nominees receiving at least 80% of the votes cast. The proposal to ratify the appointment of PricewaterhouseCoopers as Howmet Aerospace's independent registered public accounting firm for 2021 has been approved, with approximately 97% of the votes cast for the proposal. Executive compensation was not approved, on an advisory basis, with approximately 55% of the votes cast against the proposal. The shareholder proposal was not approved, with approximately 71% of votes cast against the proposal. We will report the final election returns on a Form 8-K that we will file with the Securities and Exchange Commission within 4 days of this meeting. That completes our formal business, and the business portion of this meeting is formally adjourned at 9:12 a.m. Eastern Time today, May 25, 2021. Now I would like to turn this meeting back to Mr. Plant.

At this time, I'd like to open the meeting to any questions. [Operator Instructions] There are currently no questions. I'll wait 1 more minute to see if anything arrives on the [ staff ] line. There are no questions. I would like to thank everybody for attendance at the meeting today, and I'll now close the meeting. Thank you.

Thank you for attending today's meeting. You may now disconnect.