Current Report Filing (8-k)
August 14 2018 - 7:32AM
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):
|
August
14, 2018
|
Allegheny Technologies Incorporated
|
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-12001
|
25-1792394
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
1000 Six PPG Place, Pittsburgh, Pennsylvania
|
15222-5479
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code
|
(412) 394-2800
|
N/A
|
(Former
name or former 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 (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. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b) On August 14, 2018, Allegheny Technologies Incorporated (the
“Company”) announced that Richard J. Harshman will retire as President
and Chief Executive Officer of the Company, effective December 31,
2018. Mr. Harshman will remain employed by the Company and continue to
serve as Executive Chairman of the Board of Directors of the Company
(the “Board”) until the conclusion of his current Board term coincident
with the Company’s upcoming 2019 Annual Meeting of Stockholders (the
“2019 Annual Meeting”), when he will retire from the Board and from his
employment by the Company. The Board appointed Diane C. Creel, who
currently serves as the Company’s Lead Independent Director, to serve as
the Company’s Board Chair beginning immediately upon Mr. Harshman’s
retirement from the Board.
(c) Also on August 14, 2018, the Company announced that the Board has
appointed Robert S. Wetherbee to serve, effective as of January 1, 2019,
as President and Chief Executive Officer of the Company and as a member
of the Board. Mr. Wetherbee will serve as a Class II Director and will
stand for re-election to the Board at the 2019 Annual Meeting.
Robert Wetherbee has served as President, ATI Flat Rolled Products,
since April 2014. Prior to that, Mr. Wetherbee was President and Chief
Executive Officer of Minerals Technologies, Inc. from March 2013 to
February 2014. From 2010 to early 2013, he served as President of ATI’s
Tungsten Materials business, which the Company sold in late 2013. Prior
to joining ATI, he spent 29 years at Alcoa Inc. in a variety of
operational leadership roles, most recently serving as Alcoa’s Vice
President of Market Strategy.
In his role as President and Chief Executive Officer, Mr. Wetherbee’s
base annual salary will be increased to $825,000, and he will have a
2019 target award opportunity under the Company’s Annual Incentive Plan
equal to 100% of his base salary. Additionally, in 2019 Mr. Wetherbee
will receive an annual equity award under the Company’s Long-Term
Incentive Plan with a grant-date target value equal to approximately
360% of his base salary, comprised 70% of performance-vested restricted
stock units and 30% of time-vested restricted stock units, consistent
with the Company’s current executive compensation programs, and will
continue to be eligible to participate in the Company’s other benefit
programs.
The Company issued a press release on August 14, 2018 regarding these
matters. The press release is set forth in its entirety and attached as
Exhibit 99.1 to this Form 8-K.
Item 9.01. Exhibit
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
|
|
|
|
|
Elliot S. Davis
|
|
|
|
|
Senior Vice President, General Counsel,
|
|
|
|
|
Chief Compliance Officer and Corporate Secretary
|
|
|
|
|
|
|
Dated:
|
August 14, 2018
|
|
|
|
ATI (NYSE:ATI)
Historical Stock Chart
From Mar 2024 to Apr 2024
ATI (NYSE:ATI)
Historical Stock Chart
From Apr 2023 to Apr 2024