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): April 27, 2017 (April 21, 2017)
ARCONIC INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-3610 | 25-0317820 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 390 Park Avenue, New York, New York | 10022-4608 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Office of Investor Relations 212-836-2758
Office of the Secretary 212-836-2732
(Registrant’s telephone number, 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 21, 2017, the Board of Directors (the “Board”) of Arconic Inc. (the “Company”) approved amendments to the Company’s By-Laws, effective immediately, to clarify that the Chief Executive Officer of the Company may, but is not required to be, the Chairman of the Board or the President of the Company, and the Chairman of the Board may, but is not required to be, an officer of the Company, and the Chairman of the Board and the Chief Executive Officer may be separate roles. The foregoing summary of the amendments to the Company’s By-Laws is qualified in its entirety by reference to the full text of the amendment attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following is filed as an exhibit to this report:
| Exhibit |
Description | |
| 3.1 | Amendment to Arconic Inc. By-Laws, effective as of April 21, 2017. | |
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.
| ARCONIC INC. | ||||||
| Dated: April 27, 2017 | By: | /s/ Katherine H. Ramundo | ||||
| Name: | Katherine H. Ramundo | |||||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |||||
EXHIBIT INDEX
| Exhibit No. |
Exhibit | |
| 3.1 | Amendment to Arconic Inc. By-Laws, effective as of April 21, 2017. | |
Exhibit 3.1
Amendment to Arconic Inc. By-Laws
(Effective as of April 21, 2017)
The title of Article IV of the By-laws of Arconic Inc. is amended so that, as amended, it shall read in its entirety:
‘ARTICLE IV – CHAIRMAN OF THE BOARD AND OFFICERS’
The second sentence of Article IV, Section 1 of the By-laws of Arconic Inc. is amended so that, as amended, it shall read in its entirety:
‘The board shall from time to time designate the chief executive officer who also may be the chairman of the board or the president.’
Article IV, Section 2 of the By-laws of Arconic Inc. is amended so that, as amended, it shall read in its entirety:
‘Section 2. Qualifications. The chairman of the board shall be a member of the board of directors but the officers of the Company need not be directors.’
Article IV, Section 4 of the By-laws of Arconic Inc. is amended so that, as amended, it shall read in its entirety:
‘Section 4. Chairman of the Board. The chairman of the board shall preside at all meetings of the board of directors at which such chairman is present. In the absence of the chairman of the board, a vice chairman of the board, the president or another director, in the order designated by the chairman of the board, shall preside at meetings of the board of directors. The chairman of the board shall have such powers and perform such duties as the board of directors may from time to time delegate to such chairman. Notwithstanding anything to the contrary, the chairman of the board may, but need not, be an officer of the Company.’
Article IV, Section 6 of the By-laws of Arconic Inc. is amended so that, as amended, it shall read in its entirety:
‘Section 6. Vice Presidents. Each vice president, including any vice president designated as executive, senior or otherwise, shall have such powers and perform such duties as the chairman of the board, the chief executive officer or the president may from time to time delegate to such vice president, except as otherwise determined by the board of directors.’