ATI (ATI) Proxy filing summary

Executive summary

• Achieved $4.6B in 2025 sales, the highest in 14 years, with aerospace and defense comprising 68% of sales, surpassing prior targets.

• Returned $470M to shareholders via share repurchases and saw stock price more than double since early 2025.

• Expanded titanium melt capacity in 2024 and advancing nickel melt capacity investments, focusing on high-return, disciplined capital allocation.

• Added two new independent directors with aerospace expertise and transitioned Board Chair and Lead Independent Director roles.

• Maintained strong operational reliability, exceeded profit and cash flow expectations, and improved customer relationships.

Voting matters and shareholder proposals

• Shareholders to vote on: election of three directors, advisory approval of executive compensation, and ratification of Ernst & Young LLP as independent auditors for 2026.

• Board recommends voting FOR all proposals.

• Plurality voting for directors with a resignation policy for nominees receiving more withhold than for votes.

Board of directors and corporate governance

• Board consists of 10 directors, 9 of whom are independent; 6 are women and one is a person of color.

• Board committees: Audit and Risk, Nominating and Governance, Compensation and Leadership Development—all composed of independent directors.

• Annual self-assessment and mandatory retirement age of 75.

• Proxy access allows groups holding 3%+ of shares for 3 years to nominate directors.

• Board leadership transitioned to a combined Chair and CEO role for unified direction, with a Lead Independent Director maintaining oversight.