8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 24, 2023

Kennametal Inc.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania		1-5318	25-0900168
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)
525 William Penn Place
Suite 3300
Pittsburgh,	Pennsylvania		15219
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (412) 248-8000

(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))

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. ☐

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Capital Stock, par value $1.25 per share	KMT	New York Stock Exchange
Preferred Stock Purchase Rights		New York Stock Exchange

Explanatory Note

This Current Report on Form 8-K/A (the Amendment) is being filed as an amendment to the Current Report on Form 8-K filed by Kennametal Inc. (“Kennametal” or “the Company”) on October 26, 2023 (“the Original Form 8-K”). The Original Form 8-K was filed with the U.S. Securities and Exchange Commission (“SEC”) to report the results of the matters submitted to a vote of the shareholders at the Company's Annual Meeting of Shareholders, held on October 24, 2023 (“Annual Meeting”). The sole purpose of this Amendment is to update disclosures made under Item 5.07, Submission of Matters to a Vote of Security Holders, in the Original Form 8-K. Except as set forth herein, no other modifications have been made to the Original Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As previously disclosed in the Original Form 8-K, at the Annual Meeting, in a non-binding advisory vote on the frequency of the advisory vote on the compensation paid to the Company's named executive officers (say-on-pay), the Company’s shareholders voted in favor of holding say-on-pay votes every year. In accordance with this result and its previous recommendation (as set forth in the definitive proxy statement for the Annual Meeting filed with the SEC on September 12, 2023), the Board of Directors of the Company (“Board”) determined that the Company will hold advisory say-on-pay votes on named executive officer compensation every year until the next required vote on the frequency of such say-on-pay votes or until the Board determines that it is in the best interest of the Company to hold such vote with a different frequency.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			KENNAMETAL INC.
Date:	February 22, 2024	By:	/s/ Michelle R. Keating
			Michelle R. Keating
			Vice President, Secretary and General Counsel

3

XML

Cover Document	Oct. 24, 2023
Document Information [Line Items]
Entity Central Index Key	0000055242
Soliciting Material	false
Entity Incorporation, State or Country Code	PA
Document Type	8-K/A
Document Period End Date	Oct. 24, 2023
Entity Registrant Name	Kennametal Inc.
City Area Code	412
Local Phone Number	248-8000
Written Communications	false
Entity File Number	1-5318
Entity Tax Identification Number	25-0900168
Entity Address, Address Line One	525 William Penn Place
Entity Address, Address Line Two	Suite 3300
Entity Address, City or Town	Pittsburgh,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15219
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	true
Amendment Description	This Current Report on Form 8-K/A (the Amendment) is being filed as an amendment to the Current Report on Form 8-K filed by Kennametal Inc. (“Kennametal” or “the Company”) on October 26, 2023 (“the Original Form 8-K”). The Original Form 8-K was filed with the U.S. Securities and Exchange Commission (“SEC”) to report the results of the matters submitted to a vote of the shareholders at the Company's Annual Meeting of Shareholders, held on October 24, 2023 (“Annual Meeting”). The sole purpose of this Amendment is to update disclosures made under Item 5.07, Submission of Matters to a Vote of Security Holders, in the Original Form 8-K. Except as set forth herein, no other modifications have been made to the Original Form 8-K.
Capital Stock, Par Value $1.25 Per Share [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]
Document Information [Line Items]
Title of 12(b) Security	Capital Stock, par value $1.25 per share
Trading Symbol	KMT
Security Exchange Name	NYSE
Preferred Stock Purchase Rights [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Security Exchange Name	NYSE
No Trading Symbol Flag	true