Current Report Filing (8-k)
August 10 2016 - 4:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) August 10, 2016 (August 4, 2016)
Allegheny Technologies Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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1-12001
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25-1792394
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1000 Six PPG Place, Pittsburgh, Pennsylvania
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15222-5479
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (412) 394-2800
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 4, 2016, the Board of Directors of Allegheny Technologies Incorporated (the Company) adopted an amendment and
restatement of the Companys prior Second Amended and Restated Bylaws. The principal differences between the Companys Third Amended and Restated Bylaws, which became effective as of August 4, 2016 (the Third Amended and
Restated Bylaws), and the Companys prior Second Amended and Restated Bylaws are described below.
Article III,
Section 11(d) of the Third Amended and Restated Bylaws has been added to provide for stockholder proxy access. Subject to the terms and conditions set forth in the Third Amended and Restated Bylaws, a stockholder, or a group of up to 20
stockholders, that has owned at least 3% of the Companys outstanding common stock continuously for at least three years may nominate and include in the Companys proxy materials for a particular annual meeting of the Companys
stockholders a number of director nominees not exceeding 20% of the number of the Companys directors then serving, rounded down to the nearest whole number or two directors, whichever is greater, with such number of permitted nominees
calculated in accordance with the terms set forth in the Third Amended and Restated Bylaws. The Third Amended and Restated Bylaws also contain a number of conforming and other non-material changes.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended
and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other
Events.
On August 4, 2016, the Board of Directors of the Company adopted a policy regarding stockholder approval of future
severance benefits (the Policy). Under the Policy and subject to its terms and conditions, effective August 4, 2016, the Company will not enter into or adopt a future severance arrangement with a senior officer which provides for
certain severance benefits in an amount exceeding 2.99 times the sum of the senior officers annual base salary and target annual incentive award for the year of termination, unless such future severance arrangement has received stockholder
approval.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit 3.1
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Third Amended and Restated Bylaws.
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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.
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ALLEGHENY TECHNOLOGIES INCORPORATED
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By:
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/s/ Elliot S. Davis
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Elliot S. Davis
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Senior Vice President, General Counsel,
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Chief Compliance Officer and
Corporate
Secretary
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Dated: August 10, 2016
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