Definitive Additional Materials

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

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¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12

ALCOA INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

Important Notice Regarding the Availability of Proxy Materials for the
Alcoa Inc. Annual Meeting of Shareholders to be Held on May 6, 2016
You are receiving this notice that the proxy materials for the Alcoa Inc. 2016 Annual Meeting of Shareholders are available on the Internet. Follow the instructions below to view the materials and vote online or request a paper or email copy. Information about the items to be voted on and the location of the annual meeting are provided on the reverse side of this notice.
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet or by mail. We encourage you to access and review all of the important information contained in the proxy materials before voting.
The 2016 Proxy Statement and 2015 Annual Report are available at:
www.ViewMaterial.com/AA
Easy Online Access – A Convenient Way to View Proxy Materials and Vote
When you go online to view materials, you can also vote your shares.
Step 1: Go to www.ViewMaterial.com/AA and view the proxy materials.
Step 2: Click the icon to vote your shares.
Step 3: Enter the 11 digit control number (located by the arrow in the box below).
Step 4: Follow the simple instructions to record your vote.
You are able to vote online until 6:00 a.m. (EDT) on May 6, 2016.
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
Obtaining a Copy of the Proxy Materials – If you want to receive a paper or email copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before April 22, 2016 to facilitate timely delivery.

LOGO

Notice of 2016 Annual Meeting of Shareholders
The 2016 Annual Meeting of Shareholders of Alcoa Inc. will be held at the Fairmont Hotel, 510 Market Street, Pittsburgh, Pennsylvania 15222, on Friday, May 6, 2016, at 9:30 a.m. Eastern Daylight Time.
Items to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.
The Board of Directors recommends that you vote FOR the following items:
1. To elect five directors to serve a three-year term expiring at the 2019 annual meeting of shareholders: Arthur D. Collins; Sean O. Mahoney; Michael G. Morris; E. Stanley O’Neal; and Carol L. Roberts.
2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016.
3. To approve, on an advisory basis, executive compensation.
4. To approve, the 2013 Alcoa Stock Incentive Plan, as amended and restated, including approval of material terms under Code Section 162(m).
5. To re-approve, the material terms of the performance goals under the Alcoa Inc. 162(m) Compliant Annual Cash Incentive Plan, as amended and restated.
The Board of Directors recommends that you vote AGAINST the following item:
6. Shareholder Proposal (Independent Board Chairman).
Admission and Directions: If you wish to attend and vote at the meeting, you will need an admission ticket. To request an admission ticket, please follow the instructions set forth in the 2016 Proxy Statement in response to Question 5 in the section “Questions and Answers about the Meeting and Voting.” If you need directions to the annual meeting, please call the Fairmont Hotel at 1-412-773-8800. Directions can also be found at www.fairmont.com/pittsburgh/map/map-and-directions.
PLEASE NOTE: YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares on a proxy card, you must request that a paper copy of the proxy materials be mailed to you by following the instructions below.
Obtaining a Copy of the Proxy Materials – If you want to receive a paper or email copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy on or before April 22, 2016 to facilitate timely delivery.
PLEASE NOTE: You must use the control number (located by the arrow in the box on the front side of this notice) when requesting a set of proxy materials.
Internet – Go to www.SendMaterial.com and follow the instructions provided to order a paper or email copy of the materials for the 2016 Annual Meeting. You can also submit your preference to receive paper or email delivery of future meeting materials.
Telephone – Call the toll-free number 1-800-516-1564 and follow the instructions provided to order a paper copy of the materials by mail for the 2016 Annual Meeting. You can also submit your preference to receive paper or email delivery of future meeting materials.
Email – Send an email to papercopy@SendMaterial.com with your control number in the subject line. Unless you instruct us otherwise, we will reply to your email with links to the proxy materials in PDF format for the 2016 Annual Meeting only. You can also state your preference to receive paper or email delivery of future meeting materials.