Current Report Filing (8-k)
February 26 2018 - 4:33PM
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)
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February
26, 2018 (February 20, 2018)
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Allegheny Technologies Incorporated
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(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
of incorporation)
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(Commission
File Number)
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(IRS Employer
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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Registrant’s
telephone number, including area code
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(412) 394-2800
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N/A
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(Former
name or former address, if changed since last report).
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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:
⃞
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. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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(d) Election of Director.
On February 20, 2018, General Herbert J. Carlisle was appointed to the
Board of Directors (the “Board”) of Allegheny Technologies Incorporated
(the “Company”) as a Class I director. General Carlisle will serve on
the Audit Committee and the Technology Committee of the Board and will
stand for election at the Company’s 2018 Annual Meeting of Stockholders.
General Carlisle has been President and Chief Executive Officer of the
National Defense Industrial Association since March 2017, when he
retired from the United States Air Force as a four-star general
following a 39-year military career. His last Air Force assignment was
as Commander, Air Company Command at Langley Air Force Base in
Virginia. Prior to that, he was the Commander of the Pacific Air
Forces, the air component Commander for the U.S. Pacific Command, and
served as executive director of Pacific Air Combat Operations staff,
Joint Base Harbor in Hawaii, following various operational and staff
assignments throughout the Air Force, including as chief of air
operations, U.S. Central Command Forward in Riyadh, Saudi Arabia and as
director of legislative liaison at the Office of the Secretary of the
Air Force.
The Board has determined that General Carlisle is an independent
director under applicable New York Stock Exchange listing requirements
and the Company’s categorical Board independence standards, which are
included in the Company’s Corporate Governance Guidelines.
As a non-employee director of the Board, General Carlisle will receive
the standard compensation paid to non-employee directors for service on
the Board.The Company issued a press release on February 21, 2018 to
announce the election of General Calisle to the Board. The press release
is set forth in its entirety and attached as Exhibit 99.1 to this Form
8-K.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
99.1
Press
release dated February 21, 2018.
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:
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February 26, 2018
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