KENNAMETAL INC — Proxy Solicitation & Information Statement 2019

Sep 16, 2019

DEFA14A 1 d746572ddefa14a.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 ☑

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

☑ 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):

☑ No fee required.

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

(1) Title of each class 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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| ● | Online Go to www.envisionreports.com/KMT or scan the QR code
with your smartphone – login details are located in the shaded bar below. |
| --- | --- |
| ● | Votes submitted electronically must be received by 11:59 PM (Eastern Time) October 28, 2019. |

Important Notice Regarding the Availability of Proxy Materials for the

Kennametal Inc. Annual Meeting of Shareowners to be Held on October 29, 2019

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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Step 1:	Go to www.envisionreports.com/KMT.
Step 2:	Click on the icon on the right to view meeting materials.
Step 3:	Return to the investorvote.com window and follow the instructions on the screen to log in.
Step 4:	Make your selections as instructed on each screen for your delivery preferences.
Step 5:	Vote your shares.

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 the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before October 18, 2019 to facilitate timely delivery.

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033KRB

Shareowner Meeting Notice

The Annual Meeting of Shareowners of Kennametal Inc. (the “Company”) will be held in Conference Room 33C12 of the U.S. Steel Tower, located at 600 Grant Street, 33 RD Floor, Pittsburgh, Pennsylvania, on Tuesday, October 29, 2019 at 2:00 p.m. (Eastern Time) to consider and act upon the following matters:

1. The election of ten directors with terms to expire in 2020;

2. The ratification of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending June 30, 2020; and

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

Shareowners also will be asked to consider such other business as may properly come before the meeting.

The Board of Directors has fixed Wednesday, September 4, 2019 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 go 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. 2019 Annual Meeting of Shareowners

The location of the Kennametal Inc. 2019 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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Current and future delivery requests can be submitted using the
options below.
If you request an email copy, you will receive an email with a link
to the current meeting materials.
PLEASE NOTE: You must use the number in the shaded bar on the
reverse side when requesting a copy of the proxy materials.
–	Internet – Go to www.envisionreports.com/KMT.
–	Phone – Call us free of charge at 1-866-641-4276.
–	Email – Send an email to investorvote@computershare.com with “Proxy Materials Kennametal Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse
side, and state that you want a paper copy of the meeting materials.
	To facilitate timely delivery, requests for a paper copy of proxy materials must
be received by October 18, 2019.