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8-KThe WireStrategic

Results of Operations · Shareholder Vote

Filed Nov 1, 2021 · 4y ago · Accession 0000055242-21-000047

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 26, 2021   Kennametal Inc. (Exact Name of Registrant as Specified in Its Charter)   Pennsylvania   1-5318    25-0900168 (State or Other Jurisdiction of Incorporation)   (Commission File Number)    (IRS Employer Identification No.)         525 William Penn Place      Suite 3300 Pittsburgh, Pennsylvania 15219 (Address of Principal Executive Offices)      (Zip Code) Registrant’s telephone number, including area code: ( 412 )  248-8000 (Former name, former address and former fiscal year, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Capital Stock, par value $1.25 per share KMT New York Stock Exchange Preferred Stock Purchase Rights   New York Stock Exchange Item 2.02 Results of Operations and Financial Condition. On November 1, 2021, Kennametal Inc. (Kennametal or the Company) issued an earnings announcement for its fiscal 2022 first quarter ended September 30, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 2.02. The earnings announcement issued on November 1, 2021 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section unless the Company specifically incorporates it by reference in a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting of Shareowners of Kennametal Inc. on October 26, 2021, the Company's Shareowners voted on the election of nine directors with terms to expire in 2022, the ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2022 and an advisory vote on executive compensation. The 79,821,992 shares present in person or represented by proxy at the meeting were voted as described below. I.    The nine directors listed below were elected to serve as directors until the next annual meeting of Shareowners in 2022 and until their successors are duly elected and qualified by the following vote: For Withheld Broker Non-Votes Joseph Alvarado 74,413,466  2,870,397  2,538,129  Cindy L. Davis 76,171,844  1,112,019  2,538,129  William J. Harvey 75,802,447  1,481,416  2,538,129  William M. Lambert 77,006,156  277,707  2,538,129  Lorraine M. Martin 77,009,038  274,825  2,538,129  Sagar A. Patel 77,005,033  278,830  2,538,129  Christopher Rossi 76,772,592  511,271  2,538,129  Lawrence W. Stranghoener 75,754,491  1,529,372  2,538,129  Steven H. Wunning 75,594,289  1,689,574  2,538,129  II.    The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022 was approved by the following vote: For Against Abstained PricewaterhouseCoopers LLP 79,464,542  289,724  67,726  III.    The advisory vote on executive compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement, was approved on an advisory basis by the following vote: For Against Abstained Broker Non-Votes Executive compensation 74,913,858  2,235,140  134,865  2,538,129  Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Fiscal 2022 First Quarter Earnings Announcement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     KENNAMETAL INC.   Date: November 1, 2021 By:   /s/ Patrick S. Watson     Patrick S. Watson     Vice President Finance and Corporate Controller   3
Filing details
Ticker
KMT
CIK
55242
Form type
8-K
Filing date
Nov 1, 2021
Report date
Oct 26, 2021
Document
kmt-20211026.htm
Size
651 KB