Current Report Filing (8-k)

ABSTENTIONS

BROKER

NON-VOTES

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)

May 10, 2019 (May 9, 2019)

Allegheny Technologies Incorporated

(Exact name of registrant as specified in its charter)



Delaware	1-12001	25-1792394
(State of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

	1000 Six PPG Place
	Pittsburgh, Pennsylvania 15222-5479
	(Address of principal executive offices)

	(412) 394-2800
	(Registrant's telephone number, including area code)

	N/A
	(Former name or 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:



☐		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
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 5.07	Submission of Matters to a Vote of Security Holders.

Allegheny Technologies Incorporated (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on May 9, 2019. As disclosed in the Company’s proxy materials for the Annual Meeting, the following proposals were considered and voted upon at the Annual Meeting: (1) the election of three directors for three-year terms expiring in 2022; (2) an advisory vote regarding the compensation paid to the Company’s named executive officers in 2018; and (3) ratification of the appointment of Ernst & Young LLP (“E&Y”) as independent auditors for the Company’s fiscal year ending December 31, 2019. Voting results for each such matter are provided below.


1.	Leroy M. Ball, Jr., Carolyn Corvi, and Robert S. Wetherbee were elected to serve as Directors of the Company for three-year terms ending in 2022. Votes were cast as follows:



NAME	FOR	WITHHELD	BROKER NON-VOTES
Leroy M. Ball, Jr.	99,455,209	7,077,460	12,468,260
Carlyn Corvi	105,460,558	1,072,111	12,468,260
Robert S. Wetherbee	103,928,514	2,604,155	12,468,260


2.	By advisory vote, the Company’s stockholders approved the 2018 compensation of the Company’s named executive officers. Votes were cast as follows:


3.	The Company’s stockholders ratified the selection of E&Y as the Company’s independent auditors for 2019. Votes were cast as follows:



FOR	AGAINST	ABSTENTIONS
115,276,612	3,620,692	103,625


Item 8.01	Other Events.

On May 10, 2019, the Company announced that at the conclusion of its 2019 Annual Meeting, Diane C. Creel became independent Board Chair upon retirement of the Company's Executive Chairman Richard J. Harshman.

The text of the Company’s Press Release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Exhibit

(d) Exhibit 99.1 Press release dated May 9, 2019 .

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.




			ALLEGHENY TECHNOLOGIES INCORPORATED

			By: /s/ Elliot S. Davis
			Senior Vice President, General Counsel,
			Chief Compliance Officer and Corporate Secretary

Dated: May 10, 2019