0000055242truetrue00000552422023-10-242023-10-240000055242exch:XNYSkmt:CapitalStockParValue1.25PerShareMember2023-10-242023-10-240000055242exch:XNYSkmt:PreferredStockPurchaseRightsMember2023-10-242023-10-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 24, 2023
 
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,Pennsylvania15219
(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:
Title of each classTrading SymbolName of each exchange on which registered
Capital Stock, par value $1.25 per shareKMTNew York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange






Explanatory Note

This Current Report on Form 8-K/A (the Amendment) is being filed as an amendment to the Current Report on Form 8-K filed by Kennametal Inc. (“Kennametal” or “the Company”) on October 26, 2023 (“the Original Form 8-K”). The Original Form 8-K was filed with the U.S. Securities and Exchange Commission (“SEC”) to report the results of the matters submitted to a vote of the shareholders at the Company's Annual Meeting of Shareholders, held on October 24, 2023 (“Annual Meeting”). The sole purpose of this Amendment is to update disclosures made under Item 5.07, Submission of Matters to a Vote of Security Holders, in the Original Form 8-K. Except as set forth herein, no other modifications have been made to the Original Form 8-K.


Item 5.07 Submission of Matters to a Vote of Security Holders.

As previously disclosed in the Original Form 8-K, at the Annual Meeting, in a non-binding advisory vote on the frequency of the advisory vote on the compensation paid to the Company's named executive officers (say-on-pay), the Company’s shareholders voted in favor of holding say-on-pay votes every year. In accordance with this result and its previous recommendation (as set forth in the definitive proxy statement for the Annual Meeting filed with the SEC on September 12, 2023), the Board of Directors of the Company (“Board”) determined that the Company will hold advisory say-on-pay votes on named executive officer compensation every year until the next required vote on the frequency of such say-on-pay votes or until the Board determines that it is in the best interest of the Company to hold such vote with a different frequency.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2



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:February 22, 2024By: /s/ Michelle R. Keating 
 Michelle R. Keating 
 Vice President, Secretary and General Counsel 

3
v3.24.0.1
Cover Document
Oct. 24, 2023
Document Information [Line Items]  
Entity Central Index Key 0000055242
Soliciting Material false
Entity Incorporation, State or Country Code PA
Document Type 8-K/A
Document Period End Date Oct. 24, 2023
Entity Registrant Name Kennametal Inc.
City Area Code 412
Local Phone Number 248-8000
Written Communications false
Entity File Number 1-5318
Entity Tax Identification Number 25-0900168
Entity Address, Address Line One 525 William Penn Place
Entity Address, Address Line Two Suite 3300
Entity Address, City or Town Pittsburgh,
Entity Address, State or Province PA
Entity Address, Postal Zip Code 15219
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag true
Amendment Description This Current Report on Form 8-K/A (the Amendment) is being filed as an amendment to the Current Report on Form 8-K filed by Kennametal Inc. (“Kennametal” or “the Company”) on October 26, 2023 (“the Original Form 8-K”). The Original Form 8-K was filed with the U.S. Securities and Exchange Commission (“SEC”) to report the results of the matters submitted to a vote of the shareholders at the Company's Annual Meeting of Shareholders, held on October 24, 2023 (“Annual Meeting”). The sole purpose of this Amendment is to update disclosures made under Item 5.07, Submission of Matters to a Vote of Security Holders, in the Original Form 8-K. Except as set forth herein, no other modifications have been made to the Original Form 8-K.
Capital Stock, Par Value $1.25 Per Share [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]  
Document Information [Line Items]  
Title of 12(b) Security Capital Stock, par value $1.25 per share
Trading Symbol KMT
Security Exchange Name NYSE
Preferred Stock Purchase Rights [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]  
Document Information [Line Items]  
Title of 12(b) Security Preferred Stock Purchase Rights
Security Exchange Name NYSE
No Trading Symbol Flag true
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