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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): January 28, 2020

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.)
525 William Penn Place
Suite 3300
Pittsburgh,	Pennsylvania				15219
(Address of Principal Executive Offices)					(Zip Code)

Registrant’s telephone number, including area code: (412) 248-8000

(Former name, former address and former fiscal year, 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Capital Stock, par value $1.25 per share	KMT	New York Stock Exchange
Preferred Stock Purchase Rights		New York Stock Exchange

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 28, 2020, the Board of Directors (the “Board”) of Kennametal Inc. (the “Company” or “Kennametal”) announced the appointment of Ronald Port to serve as Vice President and Chief Commercial Officer, Metal Cutting business segments. The Board also elected Franklin Cardenas to serve as Vice President and President, Infrastructure Business Segment effective on or about February 10, 2020 as successor to Mr. Port, who held this position previously. Mr. Port and Mr. Cardenas will report to Kennametal President and Chief Executive Officer, Christopher Rossi.

Mr. Port, age 55, has been with the Company serving in various executive roles since April 2015. Mr. Port will continue to serve as Vice President and President, Infrastructure Business Segment until Mr. Cardenas begins employment with the Company. Prior to joining Kennametal, 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.

Mr. Port will not be entering into any new agreements with the Company in connection with his new role.

Mr. Cardenas, age 51, joins Kennametal from Donaldson Company Inc. (“Donaldson”), a public company, and a global manufacturer of integrated filtration systems, where he served as Vice President, Asia Pacific since 2016. Prior to this, Mr. Cardenas was the Vice President, Global Engine Aftermarket for Donaldson from 2010 to 2016 and served in various roles with increasing responsibility at Donaldson beginning in 1995, including Managing Director of Latin America from 2005 to 2010.

At the time that Mr. Cardenas starts his service with Kennametal, he will enter into an indemnification agreement with the Company in the form previously approved by the Board.

He will also enter into an officer’s employment agreement with Kennametal in the form previously approved by the Board. Generally, the officer’s employment agreement will provide:

•	General. Mr. Cardenas will be required to devote his entire time and attention to the business and affairs of Kennametal while he is employed.

•	Term.   There is no predetermined term.

•

Non-competition/non-disclosure.    Unless Kennametal provides prior consent in writing, if Kennametal terminates his employment without cause, then for one year after the date of termination, Mr. Cardenas cannot, in any geographic area in which Kennametal is offering its services and products: (a) directly or indirectly engage in; or (b) assist or have an active interest in; or (c) enter the employ of, or act as agent for, or advisor or consultant to, any entity which is or is about to become directly or indirectly engaged in any business that is competitive with any business of the Company or any of its subsidiaries or affiliates in which the executive is or was engaged. In the event that (i) Mr. Cardenas voluntarily terminates his employment; or (ii) Mr. Cardenas’ employment is terminated for reason of a Change in Control or any other reason, the aforementioned non-compete obligation is two years after the date of termination. However, in case of termination for any reason, Mr. Cardenas cannot disclose any of Kennametal’s confidential or trade secret information.

•	Assignment of Inventions. Mr. Cardenas must assign to Kennametal all inventions conceived or made during his employment with Kennametal.

•	Termination. Mr. Cardenas’ employment may be terminated by either party at any time, for any reason or no reason at all; provided, that the Company may only terminate Mr. Cardenas’ employment with the approval and authorization of the Board.

•	Severance. If Mr. Cardenas has been employed with the Company for a minimum of two years, and if (with Board authorization) Kennametal involuntarily terminates Mr. Cardenas’ employment prior to a change in control and not for cause, he will be entitled to 12 months of severance.

•	Change in Control. The agreement provides for payments to Mr. Cardenas if he resigns for good reason or if he is terminated by the Company without cause within six months prior to a change in control of the Company, or within 24 months following a change in control of the Company. In this event, he will receive a payment equal to two times his base salary and two times his target bonus.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 30, 2020, the Company issued a press release announcing the appointments of Ronald Port as Vice President and Chief Commercial Officer, Metal Cutting business segments and Franklin Cardenas 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 Executive Officer Agreement as of April 2018 (Exhibit 10.60 of Form 10-K filed August 10, 2018 is incorporated herein by reference)
10.2	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 30, 2020

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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:	January 30, 2020			By:		/s/ Michelle R. Keating
							Michelle R. Keating
							Vice President, Secretary and General Counsel

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