Additional Proxy Soliciting Materials (definitive) (defa14a)
March 19 2020 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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ALCOA CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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☒
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 6, 2020.
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Meeting Information
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ALCOA CORPORATION
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Meeting Type: Annual Meeting
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For holders as of: March 11, 2020
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Date: May 6, 2020 Time: 10:00 a.m. EDT
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Location: Fairmont Pittsburgh
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Grand
Ballroom
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510 Market
Street
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Pittsburgh, PA
15222*
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201 ISABELLA STREET, SUITE 500
PITTSBURGH, PA 15212
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Directions: If you need directions to the annual meeting, please call the Fairmont Pittsburgh at (412) 773-8800.
Directions can also be found at: www.fairmont.com/pittsburgh/.
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You are receiving this communication because
you hold shares in the company named above.
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This is not a ballot. You cannot use this
notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the
reverse side, or easily request a paper copy (see reverse side).
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We encourage you to access and review all of the important information contained in the proxy materials before
voting.
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*Due to concerns relating to the public health impact of the coronavirus outbreak
(COVID-19) and related travel, Alcoa Corporation is taking precautions and planning for the possibility that the 2020 Annual Meeting may be held at a different location or solely by means of remote
communication (i.e., a virtual-only meeting) and with additional procedures to protect public health and safety. If we determine to hold the 2020 Annual Meeting in this manner, we will announce the decision in advance, and will provide details on
how to participate at www.alcoa.com/investors. We encourage you to check this website prior to the 2020 Annual Meeting if you plan to attend.
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See the reverse side of this notice to obtain proxy materials and voting
instructions.
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Before You Vote
How to Access the Proxy Materials
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Proxy Materials Available to
VIEW or RECEIVE:
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PROXY
STATEMENT ANNUAL REPORT
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How to View Online:
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Have the information that is printed in the box marked by
the arrow
(located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.
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How to Request and Receive a PAPER or E-MAIL Copy:
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If you want to receive a paper or e-mail copy of these documents, you must request one. You will not otherwise receive a paper or e-mail copy.
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There is NO charge for requesting a copy.
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Please choose one of the following methods to make your
request for this meeting and future meetings:
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1) BY
INTERNET: www.proxyvote.com
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2) BY TELEPHONE: 1-800-579-1639
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3) BY
E-MAIL*: sendmaterial@proxyvote.com
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* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
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Requests, instructions and
other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 22, 2020 to facilitate timely delivery.
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How To Vote
Please Choose One of the Following Voting Methods
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Vote In Person: If you choose to vote the shares in person at the meeting, you will need an admission ticket. Please follow the
instructions in the proxy statement for obtaining an admission ticket. At the meeting, you will need to request a ballot to vote the shares.
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Vote By Internet: Go to www.proxyvote.com or
from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
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Vote By Mail: You can vote by mail by requesting a
paper copy of the materials, which will include a proxy card.
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Vote By Phone: You can
vote by telephone by requesting a paper copy of the materials, which will include a proxy card that will provide instructions to vote the shares via telephone.
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THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR EACH NOMINEE LISTED IN ITEM 1, FOR
ITEMS 2 AND 3, AND AGAINST ITEM 4.
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1.
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Election of 12 directors to serve for a one-year term expiring in 2021
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2.
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Ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent auditor for 2020
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1a.
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Michael G. Morris
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3.
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Advisory vote to approve 2019 named executive officer compensation
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1b.
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Mary Anne Citrino
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4.
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Stockholder proposal to amend stockholder ability to act by written consent, if properly presented
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1c.
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Pasquale Fiore
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1d.
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Timothy P. Flynn
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1e.
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Kathryn S. Fuller
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1f.
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Roy C. Harvey
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1g.
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James A. Hughes
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1h.
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James E. Nevels
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1i.
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Carol L. Roberts
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1j.
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Suzanne Sitherwood
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1k.
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Steven W. Williams
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1l.
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Ernesto Zedillo
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