Willkie Represents Elliott Management Corporation in Successful Proxy Contest

May 30, 2017

Elliott enters into an agreement with Arconic Inc, settling the pending proxy contest in connection with the company’s May 25, 2017 annual meeting of shareholders.

On May 22 Willkie client Elliott Management Corporation entered into a settlement agreement with Arconic Inc. (NYSE: ARNC), settling the pending proxy contest in connection with the company’s May 25, 2017 annual meeting of shareholders.

Under the terms of the agreement, Elliott will nominate three of its previous four nominees for election as directors at the upcoming annual meeting, and Arconic will nominate two of its previous five nominees for election as directors.  In addition, one of the legacy Arconic directors will resign immediately following the annual meeting and will be replaced with one of the new Arconic nominees whose name was withdrawn from the slate for election.

One of Elliott’s director nominees will be added to the CEO search committee and Elliott will have the opportunity to engage collaboratively with the CEO search committee and meet with candidates as the Board manages the search and selection process.  The mandate of the CEO search committee is to identify a world-class leader for Arconic. It will consider a number of candidates, including the candidate previously identified by Elliott.

Arconic also announced that it will be working to reincorporate in Delaware by the end of this year, and the certificate of incorporation and bylaws of the resulting Delaware corporation will provide for an annually elected Board and contain no provisions requiring a supermajority shareholder vote. Arconic also agreed to adopt certain specified corporate governance guidelines relating to Board tenure and outside Board membership.

Willkie has represented Elliott in connection with its investment in Arconic since 2015, including in connection with the February 2016 agreement pursuant to which three directors identified by Elliott were added to the Arconic Board, and in connection with the spin-off of Alcoa Corp. which was consummated in 2016.

The Willkie team advising Elliott included partners Maurice Lefkort, Michael Schwartz, Martin Seidel, Matthew Freimuth and Sameer Advani and associates Jonathan Kubek and Hugh McLaughlin.