HWMHowmet Aerospace
Howmet Aerospace Inc. is a Delaware corporation with its principal office in Pittsburgh, Pennsylvania. 10-K, Item 1
Deals between HWM and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-04-06 reports that the one filed 2025-04-16 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-16.
Nothing new: every deal in this year's section was reported last year too.
New wording of the review policy 5 paragraphs without an amount or a name
Review, Approval and Ratification of Transactions with Related Persons“transactions, such as the receipt of dividends, in which all shareholders receive proportional benefits;”
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Review, Approval and Ratification of Transactions with Related Persons“transactions involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and”
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(viii)“transactions with a related person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.”
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Transactions with Related Persons in 2025“Based on information provided by the directors, the executive officers, and the Company’s legal department, the Governance and Nominating Committee determined that there are no material related person transactions to be reported in this Proxy Statement. We indemnify our directors and officers to the fullest extent permitted by law against personal liability in connection with their service to the Company. This indemnity is required under”
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Corporate Governance“the Company’s Certificate of Incorporation and the Bylaws, and we have entered into agreements with these individuals contractually obligating us to provide this indemnification to them.”
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The whole section 15 paragraphs, proxy filed 2026-04-06
Review, Approval and Ratification of Transactions with Related Persons“The Company has a written Related Person Transaction Approval Policy regarding the review, approval and ratification of transactions between the Company and related persons. The policy applies to any transaction in which the Company or a Company subsidiary is a participant, the amount involved exceeds $120,000 and a related person has a direct or indirect material interest. A related person means any director or executive officer of the Company, any nominee for director, any shareholder known to the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities, and any immediate family member of any such person.”
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Review, Approval and Ratification of Transactions with Related Persons“Under this policy, reviews are conducted by management to determine which transactions or relationships should be referred to the Governance and Nominating Committee for consideration. The Governance and Nominating Committee then reviews the material facts and circumstances regarding a transaction and determines whether to approve, ratify, revise or reject a related person transaction, or to refer it to the full Board or another committee of the Board for consideration. The Company’s Related Person Transaction Approval Policy operates in conjunction with other aspects of the Company’s compliance program, including its Code of Conduct, which requires that all directors, officers and employees have a duty to be free from the influence of any conflict of interest when they represent the Company in negotiations or make recommendations with respect to dealings with third parties, or otherwise carry out their duties with respect to the Company.”
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Review, Approval and Ratification of Transactions with Related Persons“The Board has considered the following types of potential related person transactions and pre-approved them under the Company’s Related Person Transaction Approval Policy as not presenting material conflicts of interest:”
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Review, Approval and Ratification of Transactions with Related Persons“employment of Howmet Aerospace executive officers (except employment of a Howmet Aerospace executive officer that is an immediate family member of another Howmet Aerospace executive officer, director, or nominee for director) as long as the Compensation and Benefits Committee has approved the executive officers’ compensation;”
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Review, Approval and Ratification of Transactions with Related Persons“any transaction with another entity in which the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of the other entity’s total annual revenues, if a related person’s interest arises only from:”
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Review, Approval and Ratification of Transactions with Related Persons“such person’s position as an employee or executive officer of the other entity; or (b)”
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Review, Approval and Ratification of Transactions with Related Persons“the ownership by such person, together with his or her immediate family members, of less than a 10% equity interest in the aggregate in the other entity (other than a partnership); or (d)”
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Review, Approval and Ratification of Transactions with Related Persons“both such position as a director and ownership as described in (b) and (c) above; or (e)”
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Review, Approval and Ratification of Transactions with Related Persons“such person’s position as a limited partner in a partnership in which the person, together with his or her immediate family members, have an interest of less than 10%;”
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Review, Approval and Ratification of Transactions with Related Persons“charitable contributions in which a related person’s only relationship is as an employee (other than an executive officer), or a director or trustee, if the aggregate amount involved does not exceed the greater of $250,000 or 2% of the charitable organization’s total annual receipts;”
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Review, Approval and Ratification of Transactions with Related Persons“transactions, such as the receipt of dividends, in which all shareholders receive proportional benefits;”
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Review, Approval and Ratification of Transactions with Related Persons“transactions involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and”
Read it in the proxy ↗
(viii)“transactions with a related person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.”
Read it in the proxy ↗
Transactions with Related Persons in 2025“Based on information provided by the directors, the executive officers, and the Company’s legal department, the Governance and Nominating Committee determined that there are no material related person transactions to be reported in this Proxy Statement. We indemnify our directors and officers to the fullest extent permitted by law against personal liability in connection with their service to the Company. This indemnity is required under”
Read it in the proxy ↗
Corporate Governance“the Company’s Certificate of Incorporation and the Bylaws, and we have entered into agreements with these individuals contractually obligating us to provide this indemnification to them.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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