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): September 11, 2020
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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| 525 William Penn Place | | | | |
| Suite 3300 | | | | |
| Pittsburgh, | Pennsylvania | | | | 15219 |
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| (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 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:
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| 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 |
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Kennametal Inc. (the “Company” or “Kennametal”) filed a Current Report on Form 8-K on August 28, 2020 regarding Mr. Peter A. Dragich leaving the Company. In connection with this departure, the Company entered into a Separation Agreement with Mr. Dragich, which contains a general release of claims and provides that Mr. Dragich will receive the benefits to which he is contractually entitled under his employment agreement with the Company. Additionally, in exchange for a non-compete and non-solicitation agreement and confirmation of confidentiality obligations, Mr. Dragich will receive the continuation of vesting of his otherwise unvested restricted stock units and performance stock units in accordance with the terms and conditions of the applicable restricted stock unit and performance stock unit grant agreements between Mr. Dragich and the Company. The foregoing description of the terms and conditions of the Separation Agreement with Mr. Dragich is subject to the entire agreement, which is attached as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Filed Herewith.
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: | September 16, 2020 | | | By: | | /s/ Michelle R. Keating | | |
| | | | | | | | Michelle R. Keating | | |
| | | | | | | | Vice President, Secretary and General Counsel | | |
