In a new filing with the Securities and Exchange Commission, Paul Singer‘s Elliott Management disclosed its activist stake in Alcoa Inc (NYSE:AA) and reported about signing an agreement with the company related to Alcoa’s Board of Directors and its composition. The filing stated that Elliott holds 57.67 million shares of Alcoa, which represent 4.4% of the company’s common stock. In its last 13F, Elliott reported holding ‘Call’ options, underlying 2.0 million shares of Alcoa. In addition, Elliott said in the filing:
“On February 1, 2016, the Reporting Persons entered into an agreement with the Issuer (the “Agreement”). The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Pursuant to the Agreement, the Issuer has agreed that effective as of February 5, 2016, the size of the Board of Directors of the Issuer (the “Board”) will be increased to 15 directors and the Board will appoint each of Ulrich (Rick) Schmidt, Sean O. Mahoney and John C. Plant (the “Nominees”) to fill the vacancies resulting from such increase. Mr. Plant will be appointed to the class of directors whose terms expire at the annual shareholders meeting in 2018, Mr. Schmidt will be appointed to the class of directors whose terms expire at the annual shareholders meeting in 2017 and Mr. Mahoney will be appointed to the class of directors whose terms expire at the annual shareholders meeting in 2016 (the “2016 Annual Meeting”) and will be included by the Issuer on its slate of nominees for re-election at such meeting. Furthermore, in connection with, and subject to the completion of, the Issuer’s previously announced plan to separate its Value-Add and Upstream businesses into two independent public companies, each of the Nominees will be appointed to the board of directors of the Value-Add company.
Under the Agreement, the Reporting Persons have agreed that at the 2016 Annual Meeting, they will vote all shares of Common Stock that they have the right to vote, as of the record date, in favor of the election of directors nominated by the Board and, subject to certain exceptions relating to any extraordinary transactions, in accordance with the Board’s recommendation on any proposals. The Reporting Persons have also agreed to certain standstill provisions during the Restricted Period (as defined in the Agreement), subject to certain exceptions.”
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Elliott Associates, L.P. | 28,532,000 | 0 | 28,532,000 | 0 | 28,532,000 | 2.2% |
| Elliott International, L.P. | 0 | 57,668,000 | 0 | 57,668,000 | 57,668,000 | 4.4% |
| Elliott International Capital Advisors Inc. | 0 | 57,668,000 | 0 | 57,668,000 | 57,668,000 | 4.4% |
