[8-K] KENNAMETAL INC Reports Material Event

Rhea-AI Filing Summary

Kennametal Inc. (KMT) reported annual meeting results and a dividend. Shareowners elected eight directors for terms expiring in 2026 and approved the advisory vote on executive compensation. PricewaterhouseCoopers LLP was ratified as independent auditor for the fiscal year ending June 30, 2026. A total of 72,443,421 shares were present in person or by proxy.

The Board declared a quarterly cash dividend of $0.20 per share, payable on November 24, 2025 to shareholders of record as of November 10, 2025. Director vote totals included, for example, 69,715,244 votes for Shelley Bausch and 69,334,818 votes for Douglas T. Dietrich. The auditor ratification received 70,958,013 votes for, and the advisory say‑on‑pay received 68,982,027 votes for.

Insights

Corporate governance analyst

Routine governance approvals and a steady dividend; neutral impact.

Kennametal disclosed standard annual meeting outcomes: all eight directors were elected, the auditor was ratified for the next fiscal year, and the advisory vote on executive compensation passed. These are customary governance items and do not change the company’s strategic direction.

The Board declared a quarterly dividend of $0.20 per share, indicating ongoing capital return. While cash distributions represent cash outflow, the filing does not discuss changes to payout policy or balance sheet effects.

Key tallies include 70,958,013 votes for auditor ratification and 68,982,027 votes for say‑on‑pay. Actual impact on valuation is typically limited for such routine approvals; future filings may provide updates on operating performance.

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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): October 28, 2025

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, former address and former fiscal year, 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

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

At the Annual Meeting of Shareowners of Kennametal Inc. (the "Company") on October 28, 2025, the Company's Shareowners voted on the election of eight directors with terms to expire in 2026, the ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026 and an advisory vote on executive compensation. The 72,443,421 shares present in person or represented by proxy at the meeting were voted as described below.

I.    The eight directors listed below were elected to serve as directors until the next annual meeting of Shareowners in 2026 and until their successors are duly elected and qualified by the following vote:

			For			Withheld			Broker Non-Votes
Joseph Alvarado			65,855,590			4,104,709			2,483,122
Shelley Bausch			69,715,244			245,055			2,483,122
Sanjay Chowbey			69,388,811			571,488			2,483,122
Douglas T. Dietrich			69,334,818			625,481			2,483,122
William M. Lambert			69,432,542			527,757			2,483,122
Lorraine M. Martin			69,193,889			766,410			2,483,122
Sagar A. Patel			67,284,091			2,676,208			2,483,122
Paul Sternlieb			69,015,807			944,492			2,483,122

II.    The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026 was approved by the following vote:

			For			Against			Abstained
PricewaterhouseCoopers LLP			70,958,013			1,350,152			135,256

III.    The advisory vote on executive compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement, was approved on an advisory basis by the following vote:

			For			Against			Abstained			Broker Non-Votes
Executive compensation			68,982,027			875,961			102,311			2,483,122

Item 8.01 Other Events.

On October 28, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $.20 per share. The dividend is payable on November 24, 2025 to shareholders of record as of the close of business on November 10, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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

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:

October 30, 2025

By:

/s/ Michelle R. Keating

Michelle R. Keating

Vice President, Secretary and General Counsel

3

FAQ

What did Kennametal (KMT) shareholders approve at the annual meeting?

Shareowners elected eight directors for terms expiring in 2026, ratified PricewaterhouseCoopers LLP as auditor, and approved the advisory vote on executive compensation.

How many shares were represented at Kennametal’s (KMT) annual meeting?

A total of 72,443,421 shares were present in person or represented by proxy.

What is Kennametal’s (KMT) new dividend and when is it paid?

The Board declared a quarterly cash dividend of $0.20 per share, payable on November 24, 2025 to shareholders of record on November 10, 2025.

What were the auditor ratification results for Kennametal (KMT)?

PricewaterhouseCoopers LLP was ratified with 70,958,013 votes for, 1,350,152 against, and 135,256 abstentions.

Did the advisory say-on-pay vote pass for Kennametal (KMT)?

Yes. Executive compensation was approved with 68,982,027 votes for, 875,961 against, and 102,311 abstentions; broker non-votes were 2,483,122.

Were all director nominees elected at Kennametal (KMT)?

Yes. All eight nominees were elected, including vote totals such as 69,715,244 for Shelley Bausch and 69,334,818 for Douglas T. Dietrich.