8-K
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): February 5, 2016
Kennametal Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Pennsylvania | | 1-5318 | | 25-0900168 |
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(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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600 Grant Street Suite 5100 Pittsburgh, Pennsylvania | | | | 15219-2706 |
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(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 February 5, 2016, the Board of Directors (the “Board”) of Kennametal Inc. (the “Company”) elected William M. Lambert to serve as a Director of the Third Class to hold office until the Annual Meeting of Shareowners in October 2016. Mr. Lambert’s election will be effective as of March 1, 2016. He will serve as a member of the Audit Committee and the Nominating/Corporate Governance Committee.
Mr. Lambert is Chairman, President and Chief Executive Officer of MSA Safety Inc. MSA is the global leader in supplied-air respiratory protection systems, industrial head protection, gas and flame detection technology, and fall protection systems, serving the oil and gas, mining, construction, utility and municipal fire service markets.
Mr. Lambert is eligible to participate in all 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. Lambert 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. Lambert 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. Lambert and any other person pursuant to which Mr. Lambert was appointed to the Board. Mr. Lambert 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. Lambert 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 William M. Lambert Press Release dated February 9, 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.
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| | | | | | KENNAMETAL INC. | | |
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Date: February 10, 2016 | | | | By: | | /s/ Kevin G. Nowe | | |
| | | | | | Kevin G. Nowe | | |
| | | | | | Vice President, Secretary and General Counsel | |