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): August 18, 2014
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.) |
| World Headquarters 1600 Technology Way P.O. Box 231 Latrobe, Pennsylvania |
15650-0231 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (724) 539-5000
(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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 18, 2014, Carlos Cardoso, Chairman, President and Chief Executive Officer, notified the Board of Directors of Kennametal Inc. (the “Company”) that he has decided to retire effective on December 31, 2014.
Item 7.01 Regulation FD Disclosure
The Company’s press release announcing Mr. Cardoso’s decision to retire is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Cardoso press release
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: August 19, 2014 | By: | /s/ Kevin G. Nowe | ||||
| Kevin G. Nowe | ||||||
| Vice President, Secretary and General Counsel | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE:
DATE: Aug. 19, 2014
Investor Relations
CONTACT: Quynh McGuire
PHONE: 724-539-6559
Corporate Relations - Media
CONTACT: Lorrie Paul Crum
PHONE: 724-539-6792
KENNAMETAL CEO CARDOSO TO RETIRE IN DECEMBER
BOARD OF DIRECTORS COMMENCES SEARCH AS PART OF SEAMLESS TRANSITION
LATROBE, Pa., (Aug. 19, 2014) – Kennametal Inc. (NYSE: KMT) today announced that Chairman, President and CEO Carlos Cardoso has decided to retire from the company effective on December 31, 2014. This will be a seamless leadership transition as the company’s board of directors commences its search for Cardoso’s successor, which members expect to complete before the end of the year. The search process will consider both internal and external candidates.
Cardoso has served as Kennametal president and CEO since January 2006, and was elected chairman two years later. He joined the company in April 2003 as president of its Metalworking Solutions and Services Group and subsequently was appointed executive vice president and chief operating officer.
“Carlos Cardoso has served well as a strong leader through an important time in the company’s history,” said Kennametal Lead Director William R. Newlin, chairman of Newlin Investment LLC. “We appreciate the efforts Carlos has made on behalf of the company and look forward to working together with him to achieve a smooth transition in leadership.”
“I’ve often said to our employees and publicly that seven to ten years is the optimum time period for a chief executive to manage most effectively. With this in mind, I’ve worked regularly with the board on management succession,” said Cardoso. “Everyone at Kennametal has worked very hard in recent years to establish a good long-range plan, solid strategies, and we now have a complete and effective management team in place. With that in mind, this has emerged as the best time to engage in a smooth leadership transition.”
Named one of America’s “Best Chief Executive Officers” (Institutional Investor), Cardoso is immediate past chairman of the Manufacturers Alliance for Productivity and Innovation (MAPI); on the U.S. Manufacturing Council; and on the board of the National Association of Manufacturers (NAM).
About Kennametal
Celebrating more than 75 years as an industrial technology leader, Kennametal Inc. delivers productivity to customers seeking peak performance in demanding environments. The company provides innovative wear-resistant products, application engineering and services backed by advanced material science, serving customers in 60 countries across diverse sectors of aerospace, earthworks, energy, industrial production, transportation and infrastructure. With approximately 14,000 employees and nearly $3 billion in sales, the company realizes half of its revenue from outside North America, and 40% globally from innovations introduced in the past five years. Recognized among the “World’s Most Ethical Companies” (Ethisphere); “Outstanding Corporate Innovator” (Product Development Management Association); and “America’s Safest Companies” (EHS Today) with a focus on 100% safety, Kennametal and its foundation invest in technical education, industrial technologies and material science to deliver the promise of progress and economic prosperity to people everywhere.
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