UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 2, 2006
Kennametal Inc.
(Exact name of registrant as specified in its charter)
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| Pennsylvania
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1-5318
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25-0900168 |
(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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World Headquarters
1600 Technology Way
P.O. Box 231
Latrobe, Pennsylvania
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15650-0231 |
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(Zip code) |
Registrant’s telephone number, including area code:
(724) 539-5000
Not applicable
(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 (see General Instruction A.2. below):
¨ 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))
Item 8.01 Other Events.
On Thursday, February 2, 2006, upon the recommendation of its Compensation Committee, the
Board of the Directors (the “Board”) of Kennametal Inc. (the “Company”) approved an increase by
approximately fifteen percent (15%) of the aggregate Board compensation paid to the Company’s
non-employee directors, and realigned the mix of equity compensation payable to the Board
consistent with the mix of equity compensation payable to its executives, which are summarized in
Exhibit 10.1 to this Form 8-K and such descriptions are incorporated into this Item 8.01 by
reference. The Board continues to emphasize alignment with the shareowners by paying approximately
65% of the compensation in equity. The Board had not approved an increase to the compensation paid
to non-employee directors of the Board for more than a two-year period.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 Description of Compensation Payable to Non-Employee Directors