Howmet Aerospace (HWM) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 19, 2026, will be held virtually, allowing global shareholder participation and reducing environmental impact.

• Shareholders as of March 24, 2026, are entitled to vote on key proposals, including director elections, auditor ratification, and executive compensation.

• Company achieved strong financial performance in 2025, with $8.3B revenue (+11% YoY), $1.5B net income, and 88% total shareholder return.

• Strategic focus on innovation, operational excellence, and sustainability, with significant investments in growth and ESG initiatives.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 9 directors for one-year terms, ratification of PricewaterhouseCoopers LLP as auditor for 2026, and an advisory say-on-pay vote for executive compensation.

• Board unanimously recommends voting FOR all proposals.

• Shareholders may submit director nominations and proposals for future meetings, with clear deadlines and procedures outlined.

Board of directors and corporate governance

• Board consists of 9 members, 8 of whom are independent; leadership includes a combined Chairman/CEO and an independent Lead Director.

• Board committees (Audit, Compensation, Governance, Cybersecurity, Finance) are fully independent and oversee key areas.

• Annual board and committee evaluations, director orientation, and ongoing education support effective governance.

• Board refreshment and diversity are emphasized, with a tenure policy and focus on varied backgrounds and skills.

• Shareholder rights include proxy access, special meeting calls, and action by written consent; no supermajority voting requirements.