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 29, 2016
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) 248-8200
(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 29, 2016, the Board of Directors (the “Board”) of Kennametal Inc. (the “Company”) elected Sagar A. Patel to serve as a Director of the Third Class to hold office until the Annual Meeting of Shareowners in October 2016. Mr. Patel’s election will be effective as of September 1, 2016. He is not currently serving on any Committees of the Board, but is expected to be appointed to serve on two Committees during the Company’s Fiscal Year 2017.
Mr. Patel is President of Aircraft Turbine Systems of Woodward, Inc., a position he has held since June 2011. Woodward integrates leading-edge technologies into fuel, combustion, fluid, actuation, and electronic control systems for the aerospace and industrial markets.
Mr. Patel 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 September 17, 2015. 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. Patel 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 March 22, 2005 and is incorporated herein by reference, Mr. Patel 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. Patel and any other person pursuant to which Mr. Patel was appointed to the Board. Mr. Patel has not entered into any transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of Mr. Patel is furnished hereto as Exhibit 99.1. The information in the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 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 Financial Statements and Exhibits.
(d) Exhibits
99.1 Sagar A. Patel Press Release dated September 1, 2016.
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: September 1, 2016 | By: | /s/ Michelle R. Keating | ||||||
Michelle R. Keating | ||||||||
Vice President, Secretary and Interim General Counsel | ||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE:
DATE: September 1, 2016
Investor Relations
CONTACT: Kelly Boyer
PHONE: 412-248-8287
Media Relations - Media
CONTACT: Christina Sutter
PHONE: 724-539-5708
SAGAR A. PATEL,
PRESIDENT OF AIRCRAFT TURBINE SYSTEMS OF WOODWARD, INC.,
JOINS KENNAMETAL BOARD OF DIRECTORS
PITTSBURGH, Pa., Sept. 1, 2016 - Kennametal Inc. (NYSE: KMT) today announced the election of Sagar A. Patel to its board of directors.
Mr. Patel, age 50, serves as the president of aircraft turbine systems of Woodward, Inc.
“We are pleased to welcome Sagar Patel as a member of Kennametal’s board of directors,” said Larry Stranghoener, Kennametal chairman. "Sagar brings extensive experience in product and advanced manufacturing innovation, global operations and strategic growth arenas, and will be a valuable addition to our board.”
Mr. Patel joined Woodward in June 2011. Before joining Woodward, Mr. Patel worked at General Electric, where he last served as president, mechanical systems, GE Aviation in Cincinnati, Ohio. At GE's Aviation and Transportation businesses, Mr. Patel held roles with increasing responsibilities in engineering, operations, services, and P&L management.
In addition to his Woodward responsibilities, Mr. Patel serves as Chairman of the Rockford Area Economic Development Council (RAEDC) in Rockford, Illinois. He also serves on the Illinois Governor’s Innovation Advisory Council.
Mr. Patel holds a master’s degree in electrical engineering from the University of Pittsburgh and a bachelor’s degree in controls and instrumentation engineering from Gujarat University in India.
Kennametal Inc. | 600 Grant Street, Suite 5100 | Pittsburgh, PA 15219 | www.kennametal.com
About Kennametal
At the forefront of advanced materials innovation for more than 75 years, Kennametal Inc. is a global industrial technology leader delivering productivity to customers through materials science, tooling and wear-resistant solutions. Customers across aerospace, earthworks, energy, general engineering and transportation turn to Kennametal to help them manufacture with precision and efficiency. Every day over 11,000 employees are helping customers in more than 60 countries stay competitive. Kennametal generated nearly $2.1 billion in revenues in fiscal 2016. Learn more at www.kennametal.com.
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Kennametal Inc. | 600 Grant Street, Suite 5100 | Pittsburgh, PA 15219 | www.kennametal.com