8-K

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 13, 2022 (May 12, 2022)

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 (see General Instruction A.2. below):

☐

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.10 per share

ATI

New York Stock Exchange

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 5.07

Submission of Matters to a Vote of Security Holders.

Allegheny Technologies Incorporated (the “Company”) held its Annual Meeting on May 12, 2022. 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 2025; (2) the approval of the Company’s 2022 Incentive Plan; (3) an advisory vote regarding the compensation paid to the Company’s named executive officers in 2021; and (3) ratification of the appointment of Ernst & Young LLP (“E&Y”) as independent auditors for the Company’s fiscal year ending December 31, 2022. Voting results for each such matter are provided below.

1.	Election of three Directors:


NAME	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Leroy M. Ball, Jr.		106,094,089		2,304,869		100,314		7,374,261
Carolyn Corvi		86,977,255		17,947,133		3,574,884		7,374,261
Robert S. Wetherbee		105,995,413		2,408,110		95,749		7,374,261

2.	Vote to approve the Company’s 2022 Incentive Plan

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

104,633,832

3,480,022

385,417

7,374,261

3.	Advisory vote to approve the 2021 compensation of the Company’s named executive officers:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

52,877,061

44,242,978

11,379,233

7,374,261

4.	Ratification of the selection of Ernst & Young LLP as the Company’s independent auditors for 2022:


FOR	AGAINST	ABSTAIN
113,215,071	2,401,433	257,030

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, Chief Legal and Compliance Officer

Dated: May 13, 2022

Allegheny Technologies Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders