KENNAMETAL INC — Proxy Solicitation & Information Statement 2016

Sep 13, 2016

DEFA14A 1 d180212ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant þ

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

þ Definitive Additional Materials

¨ Soliciting Material Pursuant to § 240.14a-12

KENNAMETAL INC.

(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):

þ No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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(2) Aggregate number of securities to which transaction applies:

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¨ 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.

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Kennametal Inc.

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•	Go to www.envisionreports.com/KMT
•	Or scan the QR code with your smartphone
•	Follow the steps outlined on the secure website

Important Notice Regarding the Availability of Proxy Materials for the

Kennametal Inc. Shareowner Meeting to be Held on October 25, 2016

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareowners’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareowners are available at:

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When you go online to view materials, you can also vote your
shares.
Step 1: Go to www.envisionreports.com/KMT to view the
materials.
Step 2: Click on Cast Your Vote or Request
Materials .
Step 3: Follow the instructions on the screen to log
in.
Step 4: Make your selection as instructed on each screen to
select delivery preferences and vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

Obtaining a Copy of the Proxy Materials – If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before October 14, 2016 to facilitate timely delivery.

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The Annual Meeting of Shareowners of Kennametal Inc. (the “Company”) will be held at the Quentin C. McKenna Technology Center, located at the Company’s Latrobe offices at 1600 Technology Way (on Route 981 South), Latrobe, Unity Township, Pennsylvania, on Tuesday, October 25, 2016 at 2:00 p.m. (Eastern Time) to consider and act upon the following matters:

1. The election of four directors to the Third Class for terms to expire in 2017;

2. The ratification of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending June 30, 2017;

3. Non-binding (advisory) vote to approve the compensation paid to the Company’s named executive officers, as disclosed in the proxy statement;

4. Approval of the Kennametal Inc. Annual Incentive Plan; and

5. Approval of the Kennametal Inc. 2016 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 Friday, August 26, 2016 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.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.

Location of the Kennametal Inc. 2016 Annual Meeting

The location of the Kennametal Inc. 2016 annual meeting is provided in the notice above and is provided in the proxy statement, which can be viewed at www.envisionreports.com/KMT.

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Paper copies: Current and future paper delivery
requests can be submitted via the telephone, Internet or email options below.
Email copies: Current and future email delivery
requests must be submitted via the Internet following the instructions below.
If you request an email copy of current materials you will
receive an email with a link to the materials.
PLEASE NOTE: You must use the number in the shaded
bar on the reverse side when requesting a set of proxy materials.
g	Internet – Go to www.envisionreports.com/KMT . Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or
paper delivery of future meeting materials.
g	Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy
for future meetings.
g	Email – Send email to investorvote@computershare.com with “Proxy Materials Kennametal Inc.” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on
the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.
	To facilitate timely delivery, all requests for a paper copy of the
proxy materials must be received by October 14, 2016.
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