Shareholders at Howmet Aerospace (NYSE: HWM) approve board, auditor and pay

Rhea-AI Filing Summary

Howmet Aerospace Inc. reported the results of its 2026 annual shareholder meeting. As of the March 24, 2026 record date, 400,713,557 shares were outstanding and entitled to vote, with 364,912,140 shares represented in person or by proxy.

Shareholders elected all nine director nominees to one-year terms expiring at the 2027 annual meeting. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, and approved the advisory vote on executive compensation.

Insights

Corporate governance analyst

Routine annual meeting where all management proposals passed with solid support.

Howmet Aerospace held a standard annual meeting focused on governance items. All nine directors were elected and the external auditor, PricewaterhouseCoopers LLP, was ratified, indicating continuity in board composition and audit oversight.

The advisory vote on executive compensation was approved, with a notable but not controlling block of shares voting against. Overall, these outcomes suggest stability in shareholder support for current governance, without introducing new strategic or financial information.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding entitled to vote: 400,713,557 shares Shares represented at meeting: 364,912,140 shares Auditor ratification For votes: 342,356,156 votes +4 more

7 metrics

Shares outstanding entitled to vote 400,713,557 shares As of record date March 24, 2026

Shares represented at meeting 364,912,140 shares Present in person or by proxy at 2026 annual meeting

Auditor ratification For votes 342,356,156 votes For ratifying PricewaterhouseCoopers LLP as 2026 auditor

Auditor ratification Against votes 22,372,401 votes Against ratifying PricewaterhouseCoopers LLP

Say-on-pay For votes 243,199,451 votes For advisory vote on executive compensation

Say-on-pay Against votes 99,027,657 votes Against advisory vote on executive compensation

Example director support 341,258,544 For votes Votes For director nominee Gunner S. Smith

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote on executive compensation, emerging growth company

4 terms

broker non-votes financial

"Broker Non-Votes 22,308,137"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"to serve as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote on executive compensation financial

"The advisory vote on executive compensation was approved"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 05/26/2026 - 04:32 PM Accepted by SEC EDGAR 05/26/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What was the quorum and share participation at Howmet Aerospace (HWM) 2026 annual meeting?

A quorum was achieved with 364,912,140 shares represented out of 400,713,557 shares outstanding and entitled to vote as of March 24, 2026. This reflects high shareholder participation in Howmet Aerospace’s 2026 annual meeting and supports the validity of all voting outcomes.

Were all Howmet Aerospace (HWM) director nominees elected at the 2026 annual meeting?

Yes, all nine director nominees listed in the 2026 proxy statement were elected to one-year terms. Each nominee received more votes "For" than "Against", with broker non-votes recorded, confirming broad shareholder support for the existing board slate through the 2027 annual meeting.

Did Howmet Aerospace (HWM) shareholders ratify PricewaterhouseCoopers as auditor for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Howmet Aerospace’s independent registered public accounting firm for 2026. The proposal received 342,356,156 votes "For", 22,372,401 votes "Against" and 183,583 abstentions, with no broker non-votes, confirming continued support for the incumbent auditor.

How did Howmet Aerospace (HWM) shareholders vote on executive compensation in 2026?

The advisory vote on executive compensation was approved by shareholders. The resolution received 243,199,451 votes "For" and 99,027,657 votes "Against", with 376,895 abstentions and 22,308,137 broker non-votes, indicating support for the company’s pay practices, albeit with a sizable opposition block.

What key matters were decided at Howmet Aerospace (HWM) 2026 annual shareholder meeting?

Shareholders voted on three main items: electing nine directors to one-year terms, ratifying PricewaterhouseCoopers LLP as the 2026 independent auditor, and approving an advisory resolution on executive compensation. All three management proposals passed by majority vote at the meeting.

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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): May 26, 2026

HOWMET AEROSPACE INC.

(Exact name of registrant as specified in its charter)

Delaware	1-3610	25-0317820
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

201 Isabella Street, Suite 200
Pittsburgh, Pennsylvania	15212-5872
(Address of Principal Executive Offices)	(Zip Code)

Office of Investor Relations (412) 553-1950

Office of the Secretary (412) 553-1940

(Registrant’s telephone numbers, 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	HWM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07 Submission of Matters to a Vote of Security Holders

(a) The 2026 annual meeting of shareholders (the “Annual Meeting”) of Howmet Aerospace Inc. (the “Company”) was held on May 19, 2026.

(b) Set forth below are the results of each of the matters submitted to a vote of the shareholders at the Annual Meeting. Shareholders considered three proposals at the meeting, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2026 (the “2026 Proxy Statement”) and is incorporated herein by reference.

As of the close of business on March 24, 2026, the record date of the Annual Meeting, there were 400,713,557 shares of common stock outstanding and entitled to vote. Of this amount, 364,912,140 shares of common stock were represented in person or by proxy at the Annual Meeting.

Item 1. Each of the nine director nominees named in the 2026 Proxy Statement for election to the Company’s Board of Directors was elected for a one-year term expiring on the date of the Company’s 2027 annual meeting of shareholders, based upon the following votes:

Nominees		For		Against		Abstain		Broker Non-Votes
James F. Albaugh		325,838,316		16,610,826		154,861		22,308,137
Amy E. Alving		337,014,323		5,246,569		343,111		22,308,137
Sharon R. Barner		332,641,238		9,814,692		148,073		22,308,137
Joseph S. Cantie		341,328,735		1,116,810		158,458		22,308,137
Robert F. Leduc		341,231,086		1,213,560		159,357		22,308,137
Jody G. Miller		338,949,940		3,506,761		147,302		22,308,137
John C. Plant		327,527,896		14,909,493		166,614		22,308,137
Ulrich R. Schmidt		337,797,633		4,630,218		176,152		22,308,137
Gunner S. Smith		341,258,544		1,180,136		165,323		22,308,137

Item 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2026 was approved, based upon the following votes:

For		Against		Abstain		Broker Non-Votes
342,356,156		22,372,401		183,583		0

Item 3. The advisory vote on executive compensation was approved, based upon the following votes:

For		Against		Abstain		Broker Non-Votes
243,199,451		99,027,657		376,895		22,308,137

2

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.

	HOWMET AEROSPACE INC.
Dated:   May 26, 2026	By:	/s/ Jonathan A. Arena
	Name:	Jonathan A. Arena
	Title:	Executive Vice President, Chief Legal and Compliance Officer and Secretary

3

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