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 ACT OF 1934
Date of report (Date of earliest event reported): January 11, 2018
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 600 Grant Street Suite 5100 Pittsburgh, Pennsylvania |
15219 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (412) 248-8000
(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 fling 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 16, 2018, the Board of Directors (the “Board”) of Kennametal Inc. (the “Company” or “Kennametal”) announced the appointment of Peter Dragich, age 54, to serve as Vice President and President, Industrial Business Segment and also appointed Ronald Port, age 53, to service as Vice President and President, Infrastructure Business Segment. Both appointments are effective January 16, 2018. Mr. Dragich and Mr. Port will report to Kennametal President and Chief Executive Officer Christopher Rossi.
Mr. Dragich succeeds Charles M. Byrnes, the Company’s Vice President and President, Industrial Business Segment, who left the Company on January 15, 2018 to pursue other interests after serving in the role since December 7, 2015.
Mr. Dragich has been with the Company serving in various executive roles since October 2012. Mr. Dragich most recently held the role of Vice President and President, Infrastructure Business since October 2015 and prior to that Vice President Integrated Supply Chain and Logistics from October 2012 to October 2015. Prior to joining the Company, Mr. Dragich was Vice President, Global Field Operations, Climate, Controls and Security for United Technologies Corporation. He also served in several manufacturing management positions at Ford Motor Company.
Mr. Port will be assuming the role as Vice President and President, Infrastructure Business Segment as successor to Mr. Dragich, who most recently served in this role.
Mr. Port has been with the Company since April 2015, serving in the role of Vice President, Engineered Components. Previously, Mr. Port was the Vice President Strategic Marketing and Business Development for SPX FLOW from September 2013 to April 2015. Prior to this, Mr. Port held various positions in exceeding responsibilities for Xylem Water Solutions (formerly ITT Corporation) from December 2006 to September 2013 including roles as Vice President and Managing Director of business units in the US, China and India. Prior to its sale to ITT in 2006, Mr. Port led various positions in marketing, sales and general management at the F.B. Leopold Company from 1993 through 2006.
Mr. Dragich will not enter into any new agreements with the Company in connection with his new role. Mr. Port will enter into the standard form of Indemnification Agreement with the Company.
Item 8.01 Other Events.
On January 16, 2018, the Company issued a press release announcing Mr. Dragich’s appointment as Vice President and President, Industrial Business Segment and Mr. Port’s appointment as Vice President and President, Infrastructure Business Segment. A copy of this press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Form of Indemnification Agreement for Named Executive Officers (Exhibit 10.2 of the Form 8- K filed March 22, 2005 is incorporated herein by reference) | |
| 99.1 | Press Release dated January 16, 2018 | |
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.
| Date: January 18, 2018 | Kennametal Inc. | |||||
| By: | /s/ Michelle R. Keating | |||||
| Michelle R. Keating | ||||||
| Vice President, Secretary and General Counsel | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE:
DATE: January 16, 2018
Media Relations
CONTACT: Christina Sutter
PHONE: 724-539-5708
Investor Relations
CONTACT: Kelly Boyer
PHONE: 412-248-8287
KENNAMETAL NAMES NEW BUSINESS SEGMENT LEADERS
Peter Dragich to lead Industrial business; Ron Port to lead Infrastructure business
PITTSBURGH, Pa., January 16, 2018 — Kennametal Inc. (NYSE: KMT) announced today two changes to its business segment leadership and executive management team.
Effective January 16, 2018, Peter Dragich will become Kennametal vice president and president of the Industrial business with global responsibility for growth and modernization of the company’s metalworking solutions and services.
At the same time, Ron Port will become Kennametal vice president and president of the Infrastructure business segment with global responsibility for the company’s advanced materials, earth cutting tools, engineering components and ceramics business.
“These leadership changes are designed to position the company to well execute the growth, simplification and modernization plans we presented during Analyst Day in December 2017,” said Chris Rossi, Kennametal president and CEO.
“I want to take this opportunity to thank Chuck Byrnes for his leadership of the Industrial business and certainly wish him well as he pursues other opportunities. Pete will continue to execute the strategies Chuck has started, while working to accelerate the execution of our modernization program. Pete’s nearly 30 years of experience in supply chain, operations and cross-functional collaboration make him uniquely qualified to lead this effort. Furthermore, Ron brings 25 years of experience leading large
Kennametal Inc. | 600 Grant Street, Suite 5100 | Pittsburgh, PA 15219 | www.kennametal.com
P&L’s, strategy and corporate business development. In addition, he was integral to the development of the current Infrastructure business segment strategy. Both leaders have a record of delivering results,” he added.
Dragich has led Kennametal’s Infrastructure business for the past two years, and served as the company’s vice president of supply chain and logistics before that. Prior to joining Kennametal, he was vice president, global field operations, climate, controls and security for United Technologies Corporation. He also served in several manufacturing management positions at Ford Motor Company and was a Sergeant in the United States Marine Corps.
Dragich holds a master of business administration in strategy and operations from the University of Michigan and a bachelor of science in operations research and management from Case Western Reserve University.
Port joined Kennametal in 2015 and most recently led the company’s global engineered components business within the Infrastructure team. Prior to Kennametal, he led global P&L roles at Xylem, Inc. and ITT Corporation, and led strategy and business development for SPX Corp. (Flow Industrial).
Port holds a master of business administration from University of Pittsburgh, a master of science degree in chemical engineering from Florida Institute of Technology and a bachelor of science degree in chemical engineering from University of Pittsburgh.
Dragich and Port will report directly to Kennametal President and CEO Chris Rossi.
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 approximately 11,000 employees are helping customers in more than 60 countries stay competitive. Kennametal generated nearly $2.1 billion in revenues in fiscal 2017. Learn more at www.kennametal.com
Kennametal Inc. | 600 Grant Street, Suite 5100 | Pittsburgh, PA 15219 | www.kennametal.com