Ati Inc 8-K, filed May 21, 2021
Ati Inc (ATI)
About this 8-K
Ati Inc filed this 8-K on May 21, 2021, reporting on events of May 20, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2021 (
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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. |
(b) Diane C. Creel, John R. Pipski and James E. Rohr each retired from the Board of Directors (the “Board”) of Allegheny Technologies Incorporated (the “Company”) effective at the conclusion of the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on May 20, 2021, consistent with the Board’s retirement age policies. Concurrently, the Board was reduced in size from twelve Directors to nine Directors.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As described in Item 5.02 above, the Company held its Annual Meeting on May 20, 2021. As disclosed in the Company’s proxy materials for the Annual Meeting, the following proposals were considered and voted upon at the Annual Meeting: (1) the election of three directors for three-year terms expiring in 2024; (2) an advisory vote regarding the compensation paid to the Company’s named executive officers in 2020; and (3) ratification of the appointment of Ernst & Young LLP (“E&Y”) as independent auditors for the Company’s fiscal year ending December 31, 2021. Voting results for each such matter are provided below.
| 1. | Herbert J. Carlisle, David P. Hess and Marianne Kah were elected to serve as Directors of the Company for three-year terms ending in 2024. Votes were cast as follows: |
| NAME |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
||||||||||||
| Herbert J. Carlisle |
104,416,095 | 226,802 | 80,582 | 9,566,952 | ||||||||||||
| David P. Hess |
102,315,722 | 2,323,286 | 84,472 | 9,566,952 | ||||||||||||
| Marianne Kah |
104,218,843 | 415,570 | 89,066 | 9,566,952 | ||||||||||||
| 2. | By advisory vote, the Company’s stockholders approved the 2020 compensation of the Company’s named executive officers. Votes were cast as follows: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 103,087,465 |
1,440,482 | 195,532 | 9,566,952 |
| 3. | The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent auditors for 2021. Votes were cast as follows: |
| FOR |
AGAINST |
ABSTAIN | ||
| 112,402,908 |
1,759,310 | 128,214 |
| Item 7.01 | Regulation FD Disclosure. |
As previously disclosed in the Company’s Proxy Statement for the Annual Meeting, effective May 20, 2021, at the conclusion of the Annual Meeting, (a) Robert S. Wetherbee, who has served as the Company’s President and Chief Executive Officer since January 2019, was appointed Board Chair, President and Chief Executive Officer of the Company, and (b) J. Brett Harvey was appointed to serve as
the Company’s Lead Independent Director. The Company issued a press release on May 20, 2021 regarding these matters. The press release is set forth in its entirety and attached as Exhibit 99.1 to this Form 8-K.
Also effective at the conclusion of the Annual Meeting, continuing Directors Leroy M. Ball, Jr., Carolyn Corvi, and James C. Diggs were appointed as Chairs, respectively, of the Board’s: Audit & Risk Committee; Personnel & Compensation Committee; and Nominating & Governance Committee.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Exhibit |
(d) Exhibit 99.1 Press Release dated May 20, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALLEGHENY TECHNOLOGIES INCORPORATED | ||
| By: | /s/ Elliot S. Davis | |
| Elliot S. Davis | ||
| Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | ||
Dated: May 21, 2021
Exhibit 99.1
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| Allegheny Technologies Incorporated | Investor Contact: | Media Contact: | ||||
| Corporate Headquarters | Scott A. Minder | Natalie Gillespie | ||||
| 1000 Six PPG Place | 412-395-2720 | 412-394-2850 | ||||
| Pittsburgh, PA 15222-5479 U.S.A. | scott.minder@atimetals.com | natalie.gillespie@atimetals.com | ||||
| www.ATImetals.com |
CEO Robert S. Wetherbee Becomes ATI Board Chair
J. Brett Harvey named Lead Independent Director
PITTSBURGH, PA – May 20, 2021 – Allegheny Technologies Incorporated (NYSE: ATI) announced that at the conclusion of its 2021 Annual Meeting today, Robert S. Wetherbee became Board Chair in addition to his role as Chief Executive Officer and President.
His appointment is concurrent with the retirement of Diane C. Creel, who was ATI’s Lead Independent Director from 2011-2019, when she became Board Chair. Her retirement coincides with the end of her most recent term, consistent with ATI’s mandatory director retirement age policies.
Recognizing the fundamental importance of independent Board oversight, the Board named current Board member J. Brett Harvey Lead Independent Director. In this role, he will provide oversight to ensure the continued independent and efficient operation of the Board and, as necessary, serve as a liaison between the independent members of the Board and ATI’s management.
In announcing Wetherbee’s new role, Creel said “Combining the roles of CEO and Chair promotes unified leadership and direction for the Company, allowing a clear, sharp focus on the efficient implementation of ATI’s strategies to increase shareholder value.”
“In the two years since Bob became CEO, he has seamlessly assumed leadership of ATI, building his leadership team, driving strong results, developing a long-term strategic vision, confronting the challenges brought on by the pandemic,” said Creel. “The Board is confident in ATI’s future under his leadership.”
“I am both honored and humbled by the confidence placed in me and look forward to continuing to lead ATI as we accelerate efforts to drive significant shareholder value,” said Wetherbee. “I thank Diane for her outstanding leadership and service to ATI’s Board over many years. With our core strengths in materials science and advanced process technologies and our relentless, innovative people, ATI is well-positioned to solve the world’s challenges.”
Wetherbee was appointed President and CEO of ATI on January 1, 2019. He previously served as Executive Vice President of ATI’s Flat Rolled Products business and led the ATI Tungsten Materials business prior to its sale in 2013.
Harvey has served as a director of ATI since 2007. He previously served as Chairman and CEO of CONSOL Energy Inc. and Chairman of CNX Gas Corporation, a subsidiary of CONSOL.
Solving the World’s Challenges through Materials Science
ATI (NYSE: ATI) is a $3 billion global manufacturer solving the world’s most difficult challenges through materials science; advanced, integrated process technologies; and relentlessly innovative people. We serve customers whose demanding applications need to fly higher, dig deeper, stand stronger, and last longer— anywhere on, above, or below the earth. We partner to create new specialty materials in forms that deliver ultimate performance and long-term value in applications like jet engine forgings and 3D-printed aerospace components. We produce powders for forging and additive manufacturing; rolled materials, and finished components. Our specialty materials withstand extremes of temperature, stress and corrosion to improve and protect human lives every day. Learn more at ATIMetals.com.