MSA SAFETY INCORPORATED (NYSE:MSA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Explanatory Note

On June 4, 2017, MSA Safety Incorporated (the “Company”) filed a Current Report on Form 8‑K reporting that Nishan J. Vartanian had been elected to the position of President and Chief Operating Officer of the Company. On June 19, 2017, the Compensation Committee of the Board of Directors amended the compensation package of, and made certain awards to, Mr. Vartanian. to Instruction 2 to Item 5.02 of Form 8-K, this Form 8-K/A is being filed for the purpose of reporting such compensation.

(c) The Compensation Committee made certain changes to the compensation of, and made certain awards to, Mr. Vartanian. The compensation to be paid to Mr. Vartanian will be paid to the Company’s existing executive compensation programs, as such programs are described in the Company’s Proxy Statement dated April 7, 2017 (the “2017 Proxy Statement”), which is incorporated herein by reference.

Effective June 5, 2017, Mr. Vartanian will have a base salary of $500,000 and certain adjustments will be made to the target cash incentive award amount and the performance targets with respect to Mr. Vartanian’s participation in the Company’s Non-CEO Executive Incentive Plan. For the target cash incentive award, Mr. Vartanian’s percent of salary midpoint will increase to 80% and the target award amount will be $402,360. There will also be certain adjustments to Mr. Vartanian’s performance measures under such plan, to use Company’s consolidated financial results as compared to financial results from solely the Americas.

Mr. Vartanian will also receive, effective June 26, 2017, additional long term incentive awards. He will receive time-vesting restricted stock units with a fair market value of $500,000, with a cliff vesting period of three years from the date of grant. He will further receive performance stock units with a fair market value of $500,000. The performance stock units will vest on March 8, 2020 with a performance period of June 1, 2017 through December 31, 2019. The performance metrics for the grant will be similar to those described for the grants of 2016 performance stock units in the 2017 Proxy Statement, except that the metrics will be based 40% on operating margin and 60% on revenue growth. Further details on Mr. Vartanian’s compensation will be included in the Company’s 2018 Proxy Statement.