Notice of 2020 Annual Meeting and Proxy Statement
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NOTICE OF 2020 ANNUAL MEETING AND PROXY STATEMENT A Message From Our Board of Directors Dear Fellow Shareowners, I am pleased to invite you to the Kennametal Annual Meeting of Shareowners at 2:00 p.m. (Eastern Time) on October 27, 2020. Due to COVID-19, this year’s Annual Meeting will be held virtually, via a live, audio only webcast. Our Board is committed to good corporate governance and ethical conduct, promoting the best interests of our shareowners. As noted in this proxy statement, the Board has established corporate governance policies that are in line with these interests. Additionally, the Company published its inaugural Environmental, Social, and Governance Report for Fiscal 2020 to provide all stakeholders additional insight into how the Company approaches these important topics. The report is available on the Corporate Sustainability page of Kennametal.com. Fiscal 2020 presented many challenges, most notably the global COVID-19 pandemic and associated economic impacts. We implemented extensive safety protocols across our global operations to protect the health and safety of our employees, while continuing to serve our customers globally. Despite those challenges, the Board and executive team remained focused on executing our strategic initiatives to grow and to improve the long-term profitability of the Company. The Annual Meeting will include consideration of the matters included in the accompanying Notice of Annual Meeting and Proxy Statement. Every shareowner’s vote is important to us. Therefore, if you cannot attend the virtual meeting, please see the Notice of Annual Meeting of Shareowners for details on voting. On behalf of the Board of Directors, thank you for your continued ownership and support of Kennametal. Sincerely, Lawrence W. Stranghoener Chairman of the Board September 15, 2020 Notice of Annual Meeting of Shareowners When: 2:00 p.m. (Eastern Time) on Tuesday, October 27, 2020 Where: Virtually, via live audio webcast at www.virtualshareholdermeeting.com/KMT2020 Record Date: Tuesday, September 1, 2020 (Only shareowners of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting.) Agenda The Annual Meeting of Shareowners (“Annual Meeting”) will be held to consider and act upon the following matters: 1. The election of nine directors for terms to expire in 2021; 2. The ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2021; 3. A non-binding (advisory) vote to approve the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement; and 4. The approval of the Kennametal Inc. 2020 Stock and Incentive Plan. Shareowners also will be asked to consider such other business as may properly come before the meeting. The Board of Directors has fixed Tuesday, September 1, 2020 as the record date (the “Record Date”). Only shareowners of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. How to Vote We are utilizing a U.S. Securities and Exchange Commission Rule that allows companies to furnish their proxy materials over the Internet rather than in paper form. We believe that this delivery process will reduce our environmental impact, and over time, lower the costs of printing and distributing our proxy materials. We believe that we can achieve these benefits with no impact on our shareowners’ timely access to this important information. If you have received a Notice, and you would prefer to receive proxy materials (including a proxy card) in printed form by mail or electronically by email please follow the instructions contained in the Notice. It is not necessary to attend the Annual Meeting to vote your shares. You may vote by proxy via telephone, Internet or by completing, dating, signing and returning a paper proxy card. By Order of the Board of Directors Michelle R. Keating Vice President, Secretary and General Counsel September 15, 2020 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREOWNERS TO BE HELD OCTOBER 27, 2020 This Proxy Statement and the 2020 Annual Report are available for viewing at www.proxyvote.com 2020 Proxy Summary This 2020 Proxy Summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider before voting, and we strongly encourage you to carefully read the Proxy Statement before voting. General Information About the 2020 Annual Meeting of Shareowners Date and Time 2:00 p.m. (Eastern Time) on Tuesday, October 27, 2020 Virtual Virtually, via live audio webcast at www.virtualshareholdermeeting.com/KMT2020 Locaon Record Date September 1, 2020 For all matters, shareowners as of the Record Date have one vote for each share of Vong capital stock held by such person on the Record Date Proposals to be Considered and Board Recommendations Board Voting Page Reference Proposal Recommendation (for more detail) Election of nine directors with terms to expire 1 7 in 2021 FOR each Director Nominee Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public 2 31 accounting firm for the fiscal year ending June 30, FOR 2021 Non-binding (advisory) vote to approve the compensation paid to the Company’s named 3 85 executive officers, as disclosed in this Proxy FOR Statement Approval of the Kennametal Inc. 2020 Stock and 4 89 Incentive Plan FOR KENNAMETAL INC. 2020 Proxy Statement |i PROXY SUMMARY Board Nominees Committee Other Public Director Memberships Company Name AgeSince (1) Occupation Independent AC CC N/CG Boards Joseph Alvarado 68 2018 Board of Directors, Arcosa, Inc.; Arcosa, Inc., PNC Financial PNC Financial Services Group, Services Group, Inc.; Inc., and Trinseo, S.A. Yes — ✘✘ Trinseo, S.A. Cindy L. Davis 58 2012 Board of Directors, Brinker Brinker International, Inc. and International, Inc.; Deckers Outdoor Deckers Outdoor Corporation Yes ✘✘ Corporation William J. Harvey 69 2011 Board of Directors, Bridgestone Americas, Inc., Origin Materials and Huber Engineered Woods LLC Yes — ✘ Chair — William M. Lambert 62 2016 Board of Directors, MSA Safety, Inc. Yes Chair — — MSA Safety, Inc. Lorraine M. Martin 58 2018 President and CEO, National Safety Council Yes ✘ —— — Sagar A. Patel 54 2016 Business Unit President, Aerospace Aftermarket and Hydraulic Systems, Woodward, Inc. Yes ✘ —— — Christopher Rossi 56 2017 President and Chief Executive Officer (“CEO”), Kennametal Inc. No——— — Lawrence W. Stranghoener 66 2003 Chairman of the Board, Kennametal Inc. Yes — — — — Steven H. Wunning 69 2005 Board of Directors, Black & Veatch Holding Company, Summit Materials, Inc., and Summit Materials, The Sherwin Williams Inc.; The Sherwin Company Yes — Chair ✘ Williams Company (1) References are to calendar years. AC Audit Committee CC Compensation Committee N/CG Nominating/Corporate Governance Committee • Attendance: In Fiscal 2020, each of our director nominees serving on the Board in that year attended at least 75% of the Board and committee meetings on which he or she sat. • Director Elections: Directors are elected by a majority of votes cast; meaning that the number of votes cast “for” such director nominee must exceed the number of votes cast “against” such nominee in order for a director to be elected. ii |KENNAMETAL INC. 2020 Proxy Statement PROXY SUMMARY Corporate Governance Highlights Our Board has a strong commitment to ethical conduct and good corporate governance, which promotes the long-term interests of shareowners, strengthens Board and management accountability and helps build public trust in the Company. The dashboard below provides a snapshot of the Company’s current corporate governance policies. • Declassified Board of Directors — The Company’s By-Laws provide for a declassified Board of Directors, whereby all Directors are elected to one-year terms. • Separation of CEO and Chairman — The roles of the Chief Executive Officer and the Chairman of the Board are separate. An independent director serves as our Chairman of the Board. • Majority Voting in Director Elections — Director elections are conducted on a majority voting basis and without cumulative voting. • Change in Control Double-Trigger Vesting Provision — The Company’s 2016 Stock and Incentive Plan and proposed 2020 Stock and Incentive Plan require both a change in control of the Company and termination of the executive’s employment (“double-trigger”) for unvested or unearned equity awards to vest on an accelerated basis. • Governance Guidelines — The Board has established Corporate Governance Guidelines which provide a framework for the effective governance of the Company. The guidelines address matters such as the Board’s mission, a Director’s responsibilities, Director qualifications, determination of Director independence, Board committee structure, Chief Executive Officer performance evaluations and management succession. The Board regularly reviews developments in corporate governance and updates the Corporate Governance Guidelines and other governance materials as it deems necessary and appropriate. The Company’s Corporate Governance Guidelines are available on its website at www.kennametal.com on the “Corporate Governance” page under “Investor Relations.” • Independent Directors — Our Board is comprised of all independent directors, other than our President and CEO. • Independent Directors Regularly Meet — Our independent directors