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 Officers

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 Officers
Item 9.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On May 24, 2018, the Board of Directors (the “Board”) of Kennametal Inc. (the “Company”) announced the appointment of Lorraine Martin, age 55, to serve as a member of the Board of Directors to hold office from July 1, 2018 until the Annual Meeting of Shareowners in October 2018. She will not immediately be serving on any Committees of the Board, but is expected to be appointed to serve on two Committees during the Company’s Fiscal Year 2019.

Ms. Martin recently retired as the Executive Vice President and Deputy of Lockheed Martin Corporation’s Rotary and Mission Systems. Ms. Martin joined Lockheed Martin Corporation in 1988 at Unisys Defense Systems as a Program Manager for computer security contracts for the Strategic Defense Initiative and YF-23 fighter. She also served as Vice President of the C-130, C-5, and Flight Solutions programs. During her nearly 30-year tenure at Lockheed Martin Corporation, she took on roles with increasing responsibility most recently including Executive Vice President and General Manager, F-35 lighting II program for Lockheed Martin Corporation’s Aeronautics company and Vice President and Deputy, F-35 program. Prior to that, Martin served as an officer in software intensive technology and development programs as part of the United States Air Force.

Ms. Martin 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. She is also entitled to reimbursement of reasonable out-of-pocket expenses incurred in connection with her service on the Board and her attendance at Board and Committee meetings.

Ms. Martin 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 Exhibit 10.2 to the Form 8-K filed by the Company on March22, 2005 and is incorporated herein by reference, Ms. Martin 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 Ms. Martin and any other person to which Ms. Martin was appointed to the Board. Ms. Martin 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 Ms. Martin is furnished hereto as Exhibit 99.1. 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 9.01 Other Events.

On May 24, 2018, the Company issued a press release announcing Ms. Martin’s election as a member of the Board of Directors. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1

Lorraine Martin Press Release dated May 24, 2018.


KENNAMETAL INC Exhibit
EX-99.1 2 a5252018exhibit991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1FOR IMMEDIATE RELEASE:DATE: May 24,…
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.

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