(Adds Elliott statement)
By Michael Flaherty
May 4 Arconic Inc on Thursday nominated
two directors for its board, as it gears up for a shareholder
vote later this month that pits the specialty metals maker
against activist investor Elliott Management in a fight for
direction of the company and control over the board.
The $10 billion specialty metals company, which separated
from aluminum producer Alcoa Corp late last year, has
five board seats up for election at the annual meeting, which it
said on Thursday will be held on May 25. It was previously
slated for May 16.
Arconic said its nominees are former Boeing Commercial
Airplanes Chief Executive Officer Jim Albaugh and retired Air
Force General Janet Wolfenbarger.
The abrupt resignation of former CEO and Chairman Klaus
Kleinfeld last month created a vacancy in one of those five
seats. On Thursday, Arconic said Indian businessman Ratan Tata
was resigning from the board.
With Kleinfeld and Tata off the table, Arconic moved ahead
with the nomination for Albaugh and Wolfenbarger.
"Change is not simply about bringing in new people," Elliott
said in response to the nominations. "Change requires a belief
that real improvements are warranted in the way a company
operates and approaches important issues ranging from strategy
Elliott has nominated four directors for election at the
The two sides have been locked in a bruising fight since the
beginning of the year - a battle that claimed Kleinfeld last
month and forced his resignation after he sent a letter to
Elliott founder Paul Singer that Arconic's board did not
Discussions of a compromise to avoid the proxy fight broke
down shortly after Kleinfeld's resignation.
Arconic said on Thursday that if its candidates are elected,
nine directors of 13 will have joined the board in the last 16
months. The company's board will stay at 13 members, the company
said, 12 of whom are independent from the company. Three of the
company's current directors were Elliott nominees who were
appointed to the board in February 2016, as part of an agreement
that Alcoa struck with Elliott at the time.
On Wednesday, the United Steelworkers, which represent more
than 4,700 Arconic employees, said it opposed Elliott's board
nominees. Arconic provides aluminum and titanium alloys used in
planes and cars.
(Additional reporting by Ankit Ajmera in Bengaluru; Editing by
Bernard Orr and Lisa Shumaker)