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~~March 28, 2024

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,

Pennsylvania

15219

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (412) 248-8000

(Former ~~name,~~Name ~~former~~or ~~address~~Former ~~and former fiscal year~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~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 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 2 5.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~February 7~~March 8, 2024, ~~Kennametal~~Christopher ~~Inc.~~Rossi, ~~(Kennametal~~President orand ~~the~~Chief ~~Company)~~Executive ~~issued~~Officer, annotified ~~earnings~~the ~~announcement~~Board ~~for~~of ~~its~~Directors ~~fiscal~~(the ~~2024~~“Board”) ~~second~~of ~~quarter~~Kennametal ~~ended December 31, 2023~~Inc. A(the ~~copy~~“Company” ofor ~~the~~“Kennametal”) ~~press~~his ~~release~~decision isto ~~attached~~retire ~~hereto~~ as ~~Exhibit~~a ~~99.1~~Board member, President and isChief ~~incorporated~~Executive byOfficer ~~reference~~of ~~into~~the ~~this~~Company ~~Item~~effective 2on May 31, 2024.~~02.~~

~~The~~As ~~earnings~~part ~~announcement~~of ~~issued~~the onBoard’s ~~February 7~~ongoing succession planning process and discussions, ~~2024~~the isBoard ~~being~~announced ~~furnished~~the asappointment ~~Exhibit~~of 99Mr.1 toSanjay ~~this~~Chowbey ~~Current~~to ~~Report~~serve onas ~~Form~~Kennametal’s ~~8-K~~President and ~~shall~~Chief ~~not~~Executive beOfficer ~~deemed~~starting ~~"filed"~~on ~~for~~June ~~purposes~~1, of2024. ~~Section~~Mr. 18Chowbey ofhas ~~the~~also ~~Securities~~been ~~Exchange~~appointed ~~Act~~to ofserve ~~1934,~~ as ~~amended,~~a ormember ~~otherwise~~of ~~subject~~the Board of Directors to ~~liability~~hold ofoffice ~~that~~from ~~section~~June ~~unless~~1, ~~the~~2024 ~~Company~~until ~~specifically~~the ~~incorporates~~Annual itMeeting byof ~~reference~~Shareowners in aOctober ~~document~~2024 ~~filed~~and ~~under~~until ~~the~~a ~~Securities~~successor ~~Act~~shall ofhave ~~1933,~~been aselected ~~amended,~~and qualified or ~~the~~until ~~Securities~~his ~~Exchange~~earlier ~~Act of 1934~~death, asresignation ~~amended~~or removal.

Mr. Chowbey, age 56, currently serves at the Vice President and President, Metal Cutting Business Segment, a position he has held since June 2021. Mr. Chowbey will maintain responsibility for this role until his successor is determined.

Prior to joining Kennametal, Mr. Chowbey worked for Flowserve Corporation, a public company, and a global provider of fluid motion and control products and services, where he served as President, Service and Solutions from July 2019 to June 2021. Prior to this, Mr. Chowbey was the Senior Vice President and President, TE SubCom, a division of TE Connectivity, from 2017 to 2018, and previously spent over 11 years at Danaher / Fortive Corporation (from 2006 through 2017) serving in various roles of increasing responsibility, the latest being President, Thomson Industries.

In connection with his appointment as President and Chief Executive Officer on June 1, 2024, Mr. Chowbey will be entitled to the following:

•Annual base salary of $925,000.

•Participation in the Company’s Annual Incentive Plan with a target bonus for fiscal year 2025 of 110% of annual base salary.

•On or about August 15, 2025, subject to Board approval, Mr. Chowbey will be eligible to receive a long-term incentive grant of $3,850,000, consisting of 60% Performance Stock Units (PSU’s) and 40% Time Vesting Restricted Stock Units (RSU’s). PSU’s cliff vest after 3 years and are subject to achievement of Company performance goals, and RSU’s vest over a three-year period, with one-third vesting on each anniversary date of the grant. Long term incentive grants will be made under the terms of the Kennametal Inc. 2020 Stock and Incentive Plan.

•Participation in all general employee benefit plans and programs as well as participation in any plans and programs for executives.

•While Mr. Chowbey serves as President and Chief Executive Officer, he will not sit on any Board committees or receive any additional compensation for his Board service.

Mr. Chowbey will maintain his indemnification agreement with the Company in the form previously approved by the Board.

He will also enter into a new officer’s employment agreement, specifically for the role of President and CEO, with Kennametal in the form previously approved by the Board. Generally, the officer’s employment agreement will provide:

•General. Mr. Chowbey will be required to devote his entire time and attention to the business and affairs of Kennametal while he is employed.

•Term. There is no predetermined term.

•Non-competition/non-disclosure. Unless Kennametal provides prior consent in writing, if Kennametal terminates his employment without cause, then for one year after the date of termination, Mr. Chowbey cannot, in any geographic area in which Kennametal is offering its services and products: (a) directly or indirectly engage in; or (b) assist or have an active interest in; or (c) enter the employ of, or act as agent for, or advisor or consultant to, any entity which is or is about to become directly or indirectly engaged in any business that is competitive with any business of the Company or any of its subsidiaries or affiliates in which the executive is or was engaged. In the event that (i) Mr. Chowbey voluntarily terminates his employment; or (ii) Mr. Chowbey’s employment is terminated for reason of a Change in Control or any other reason, the aforementioned non-compete obligation is two years after the date of termination. However, in case of termination for any reason, Mr. Chowbey cannot disclose any of Kennametal’s confidential or trade secret information.

•Assignment of Inventions. Mr. Chowbey must assign to Kennametal all inventions conceived or made during his employment with Kennametal.

•Termination. Mr. Chowbey’s employment may be terminated by either party at any time, for any reason or no reason at all; provided, that the Company may only terminate Mr. Chowbey’s employment with the approval and authorization of the Board.

•Severance. If Mr. Chowbey has been employed with the Company for a minimum of two years, and if (with Board authorization) Kennametal involuntarily terminates Mr. Chowbey’s employment prior to a change in control and not for cause, he will be entitled to 24 months of severance.

•Change in Control. The agreement provides for payments to Mr. Chowbey if he resigns for good reason or if he is terminated by the Company without cause within six months prior to a change in control of the Company, or within 24 months following a change in control of the Company. In this event, he will receive a payment equal to two times his base salary and two times his target bonus.

Item 8.01 Other Events.

On ~~February~~March 214, 2024, the ~~Board of Directors of the~~ Company ~~approved~~issued a ~~new~~press ~~share~~release ~~repurchase~~announcing ~~program authorizing~~ the ~~Company~~appointment ~~to purchase up to $200 million~~ of ~~the~~Sanjay ~~Company’s~~Chowbey ~~common~~as ~~stock~~President ~~over~~and aChief ~~three-year~~Executive ~~period.~~Officer ~~The share repurchase program is in accordance with Rule 10b-18 of the Exchange Act. Subject to applicable rules~~ and ~~regulations,~~ the ~~shares~~retirement ~~may~~of beChristopher ~~purchased from time to time in the open market or in privately negotiated transactions~~Rossi. ~~Such~~A ~~purchases~~copy ~~will~~of bethis atpress ~~times~~release ~~and~~is inattached ~~amounts~~hereto as ~~the~~Exhibit ~~Company deems appropriate, based on factors such as market conditions, legal requirements and other business considerations~~99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

9910.1 ~~Fiscal~~Form ~~2024~~of ~~Second~~President ~~Quarter~~and ~~Earnings~~CEO ~~Announcement~~Executive Officer Agreement (Filed Herewith)

10.2 Form of Indemnification Agreement for Named Executive Officers (Exhibit 10.2 of the Form 8-K filed March 22, 2005 is incorporated herein by reference)

99.1 Press Release dated March 14, 202 4

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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~~March 714, 2024

By:

/s/ ~~John~~Michelle WR. ~~Witt~~Keating

John W. Witt

Michelle R. Keating

Vice President Finance and Corporate Controller

Vice President, Secretary and General Counsel

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