Kennametal Inc. (NYSE:KMT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December15, 2017, the Board of Directors (the “Board”) of Kennametal Inc. (the “Company”) announced the appointment of Joseph Alvarado to serve as a member of the Board of Directors to hold office from January1, 2018 until the Annual Meeting of Shareowners in October 2018. He will serve as a member of the Audit Committee and the Compensation Committee.
Mr.Alvarado is presently Chairman of Commercial Metals Company (“CMC”), with an announced retirement date of January10, 2018. Mr.Alvarado joined CMC in April 2010 as Executive Vice President and Chief Operating Officer (“COO”) and was named President and COO in April 2011, and in June 2011, he was appointed President and CEO effective September 2011. He was elected to the CMC Board in September 2011 and was appointed as Chairman in January 2013. Prior to joining CMC, Mr.Alvarado served as President and COO at Dallas, Texas-based Lone Star Technologies, Inc., a company engaged in producing and marketing casing, tubing, line pipe and couplings for the oil and gas, industrial, automotive and power generation industries, from 2004 through 2007. He held such positions until United States Steel Corporation, a steel manufacturer, named him President of U.S. Steel Tubular Products in June 2007 after completing its acquisition of Lone Star Technologies, Inc. and its related companies, a position he held until March 2009. Mr.Alvarado began his career in steelmaking at Inland Steel Company in 1976, serving in various capacities until he was promoted to President of the Inland Steel Bar Company in 1995. Subsequently, Mr.Alvarado served as Executive Vice President-Commercial at Birmingham Steel Company from 1997 to 1998. In 1998, Mr.Alvarado joined Ispat North America Inc. as Vice President-Long Products Sales and Marketing, where he served until joining Lone Star Technologies in 2004.
Mr.Alvarado is eligible to participate in all customary compensation plans applicable to non-employee members of the Board, as described in the Company’s definitive proxy statement filed on September14, 2017. He is also entitled to reimbursement of reasonable out-of-pocket expenses incurred in connection with his service on the Board and his attendance at Board and Committee meetings.
Mr.Alvarado will be entering into an Indemnification Agreement with the Company in the form previously approved by the Board. Under the Indemnification Agreement, a form of which was filed as Exhibit10.2 to the Form8-K filed by the Company on March22, 2005 and is incorporated herein by reference, Mr.Alvarado will be entitled to be held harmless and indemnified by the Company against liability other than for willful misconduct or recklessness. The Indemnification Agreement also provides for the advancement of expenses.
There are no arrangements or understandings between Mr.Alvarado and any other person to which Mr.Alvarado was appointed to the Board. Mr.Alvarado has not entered into any transactions with the Company that are required to be disclosed to Item 404(a) of RegulationS-K.
A copy of the press release announcing the appointment of Mr.Alvarado is furnished hereto as Exhibit99.1. The information in the exhibit attached hereto shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 5.02 Other Events.
On December15, 2017, the Company issued a press release announcing Mr.Alvarado’s election as a member of the Board of Directors. A copy of this press release is attached hereto as Exhibit99.1.
Item 5.02 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release dated December15, 2017 | Filedherewith |
KENNAMETAL INC ExhibitEX-99.1 2 d472080dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: DATE: December 15,…To view the full exhibit click here
About Kennametal Inc. (NYSE:KMT)
Kennametal Inc. is a supplier of tooling, engineered components and materials consumed in production processes. The Company operates through two segments: Industrial and Infrastructure. The Industrial segment generally serves customers that operate in industrial end markets, such as transportation, general engineering, aerospace and defense. The Infrastructure segment generally serves customers that operate in the earthworks and energy sectors supporting primary industries, such as oil and gas, power generation, underground, surface and hard-rock mining, highway construction and road maintenance. It provides wear-resistant products, application engineering and services backed by material science serving customers across various sectors. The Company’s product offerings include a selection of standard and customized technologies for metalworking, such as metal cutting tools, tooling systems and services, as well as materials, such as cemented tungsten carbide products and super alloys.
