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8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed Nov 1, 2018 · 7y ago · Accession 0001628280-18-013310

Plain English

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

Read the source below for the full document.

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 30, 2018   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.)               600 Grant Street Suite 5100 Pittsburgh, Pennsylvania        15219-2706       (Address of Principal Executive Offices)        (Zip Code)                   Registrant’s telephone number, including area code: (412) 248-8000 (Former Name or Former Address, 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. [ ]           Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the meeting of the Kennametal Inc. Board of Directors (“Board”) on October 30, 2018, the Board made the following changes to the committees of the Board with appointments effective as of January 1, 2019: The members of the Board appointed to the Audit Committee shall be: William M. Lambert (Chair); Cindy L. Davis; Lorraine M. Martin; Timothy R. McLevish and Sagar A. Patel. The members of the Board appointed to the Compensation Committee shall be: Steven H. Wunning (Chair); Joseph Alvarado; and William J. Harvey. The members of the Board appointed to the Nominating/Corporate Governance Committee shall be: William J. Harvey (Chair); Joseph Alvarado; Cindy L. Davis; and Steven H. Wunning. The members of the Board shall serve as committee members of the above-referenced committees until successors have been chosen and elected or until a committee’s member’s earlier resignation or removal. Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting of Shareowners of Kennametal Inc. (the Company) on October 30, 2018, the Company's Shareowners voted on the election of ten directors with terms to expire in 2019, the ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2019 and an advisory vote on executive compensation. The 77,978,260 shares present in person or represented by proxy at the meeting were voted as described below.   I. The ten directors listed below were elected to serve as directors until the next annual meeting of Shareowners in 2019 and until their successors are duly elected and qualified by the following vote:     For   Against   Withheld     Broker Non-Votes Joseph Alvarado   73,922,831   —   334,975   3,720,454 Cindy L. Davis   73,883,196   —   374,610   3,720,454 William J. Harvey   73,912,793   —   345,013   3,720,454 William M. Lambert   73,895,066   —   362,740   3,720,454 Lorraine M. Martin   73,928,775   —   329,031   3,720,454 Timothy R. McLevish   72,434,944   —   1,822,862   3,720,454 Sagar A. Patel   73,867,735   —   390,071   3,720,454 Christopher Rossi   73,489,515   —   768,291   3,720,454 Lawrence W. Stranghoener   73,289,041   —   968,765   3,720,454 Steven H. Wunning   72,988,429   —   1,269,377   3,720,454 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, 2019 was approved by the following vote:     For   Against   Abstained   Broker Non-Votes PricewaterhouseCoopers LLP   76,977,317   913,471   87,472   — 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   71,583,984   2,498,046   175,776   3,720,454 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, 2018       By:   /s/ Michelle R. Keating                 Michelle R. Keating                 Vice President, Secretary and General Counsel
Filing details
Ticker
KMT
CIK
55242
Form type
8-K
Filing date
Nov 1, 2018
Report date
Oct 30, 2018
Document
kmt1112018form8-k.htm
Size
81 KB