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Allegheny Technologies Incorporated Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 Allegheny Technologies Incorporated (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents 2021 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Table of Contents Our Vision Solving the World's Challenges through Materials Science ATI competes by serving customers in: Strategic Markets Aerospace Defense Diversified Applications Specialty Energy Medical Electronics Materials Science Advanced, Integrated Process Technologies Relentless, Innovative People Our Commitment Creating long-term shareholder value through Relentless Innovation(R) Table of Contents ATI 2021 Proxy Statement 1 Allegheny Technologies Incorporated 1000 Six PPG Place Pittsburgh, PA 15222 DEAR STOCKHOLDERS I am pleased to invite you to attend Allegheny Technologies Incorporated’s At the same time, we recognize the fundamental importance of independent 2021 Annual Meeting of Stockholders. After careful consideration and in light of Board oversight. To that end, current Board member J. Brett Harvey will serve ongoing public health concerns and the importance of safeguarding the health alongside Bob as your Lead Independent Director. In this role, Brett will serve as of our stakeholders, we have decided to conduct this year’s meeting virtually. the principal liaison between the independent members of your Board and ATI’s We look forward in future years to again conducting an in-person annual management, while also providing an avenue for stockholders wishing to meeting in one of the many communities in which we operate. You will find communicate with the Board other than through the Chair. With his deep information about how to participate in this year’s meeting, including information background in ATI’s business and service on your Board, and his past experience about how to pose questions to our Board and management, in this Proxy serving as a public company chairman and chief executive, Brett is well Statement. I encourage you to attend. positioned to continue ATI’s long tradition of independent Board leadership and oversight. I will retire from ATI’s Board at the conclusion of the 2021 Annual Meeting. It has been my great privilege to serve as a member of your Board and as your The challenges of the past year have highlighted the rapidly evolving nature of Board Chair. As I near the completion of my tenure, I would like to share with the global climate for ATI and the Board’s indispensable role in identifying and you our plans for future Board leadership and the role that the Board continues overseeing appropriate responses to the many and varied risks we face. to play in helping ATI to navigate the ever-evolving risks and opportunities of Throughout 2020, strategic and risk oversight remained central themes of every today’s world. Board meeting, and our role as stewards of your investment is continually at the forefront of our leadership effort. More than ever, we view your feedback as Two years ago, at the outset of 2019, the other members of your Board and I integral to our decision-making process. To that end, ATI continuously engages in were pleased to welcome Bob Wetherbee in his new role as ATI’s Chief outreach efforts to gain the benefit of your views. Through our annual governance Executive Officer and as a new member of our Board. Having served as Lead outreach program, we address topics such as Board composition and Independent Director, I assumed the role of Board Chair, consistent with our refreshment and other governance practices, executive compensation and ESG Board’s desire to support Bob in devoting his full attention to the leadership matters. The Board reviews your feedback and your input has helped to form the transition and his strategic vision for the Company. Bob seamlessly assumed basis for the strategies that ATI has implemented and will continue to pursue. leadership of ATI, working quickly to build his leadership team, drive the achievement of strong results in 2019, and develop a longer-term strategic As we look to 2021 and beyond, your Board remains committed to doing its vision and plans. When the pandemic emerged in early 2020, upending many of utmost to remain effective custodians of your our expectations for the year, Bob and his team rose to confront the many investment and advocates for your challenges facing our people, operations and results. In doing so, they ensured interests and concerns. We look forward the safety of our workforce, consistency of our ongoing operations, and strength to continuing to interact with you in 2021, and resiliency of our balance sheet, and kept our focus firmly on the future. and we thank you for your ongoing Today, I confidently express my belief that ATI will emerge from the current support of ATI. downturn as a stronger company with a clear vision. With this backdrop, I’m privileged to announce that your Board has appointed Sincerely, Bob as Chairman and CEO, effective with my retirement at the close of the 2021 Annual Meeting. We believe that combining the roles of CEO and Chair promotes unified leadership and direction for the Company, allowing for a clear, sharp focus on the efficient implementation of ATI’s strategies to grow shareholder value. Diane C. Creel Board Chair April 5, 2021 Table of Contents 2 ATI 2021 Proxy Statement Allegheny Technologies Incorporated 1000 Six PPG Place Pittsburgh, PA 15222 DEAR STOCKHOLDERS There is no question that 2020 was a demanding year for ATI, marked by the We also announced that we will be exiting production of standard stainless steel sudden onset of widespread uncertainty and challenges for our business. Our sheet products, our lowest margin product line, and taking steps to streamline our team persevered and focused on doing the right things, quickly and decisively, Advanced Alloys & Solutions segment, redeploying capital in ways that will positioning ATI to emerge from this crisis stronger and prepared for a renewed enhance our specialty capabilities. By taking what we do best, our core strengths future. The team and I are very proud of what we accomplished together. in materials science and advanced process technologies, and applying them to further penetrate differentiated applications offering higher returns, these actions When the COVID-19 pandemic emerged, we took immediate action to keep our accelerate the execution of our high value strategy and intensify our focus on people safe. As a critical manufacturing sector business, we continued to aerospace and defense markets. operate throughout the year. Thanks to our strong safety value, we were able to put in place protocols to mitigate the spread of COVID. As a result, we had In short, we took the actions in 2020 necessary to ensure ATI would not only limited COVID-related operational disruption. More importantly, thanks to our survive the global recession but emerge stronger in recovery. As we evolve and team’s continuing vigilance, we have had no COVID-related deaths among our grow our business, we remain committed to our core values: we do what we say employees and very little known workplace transmission of the virus. We thank we’re going to do, when we say we’re going to do it, and we do it the right way. our employees for doing the right things to keep themselves, each other, and We believe these values strongly resonate with all of our stakeholders, and they their families safe and healthy. permeate our corporate governance practices, investor outreach efforts and compensation programs. You’ll see that reflected in this Proxy Statement. While we addressed the unprecedented consequences of the pandemic, what really defined our year — and what I believe defines ATI — is our steady focus Looking ahead to 2021, when I anticipate becoming Chair of your Board of on the future. Our leadership priorities drove the actions necessary to ensure Directors: I am both honored and humbled by the confidence placed in me, and I our long-term profitability and growth and the health of your investment: look forward to continuing to lead the team as we accelerate the creation of preserving cash and maintaining liquidity; optimizing our cost structure to meet significant shareholder value. I thank our retiring Board Chair, Diane Creel, and changing customer demand; supporting our customers through continued our other retiring directors, John Pipski and Jim Rohr, for their service to ATI and strong execution; and being recovery ready, poised to leverage market share outstanding leadership, and I am pleased to join Diane in inviting you to our virtual gains for new growth.
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