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) December 9, 2011
Allegheny Technologies Incorporated
(Exact name of registrant as specified in its charter)
Delaware | 1-12001 | 25-1792394 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
1000 Six PPG Place, Pittsburgh, Pennsylvania | 15222-5479 | |
(Address of principal executive offices) | (Zip Code) |
Registrants 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:
¨ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On December 9, 2011, John R. Pipski was elected to the Board of Directors of Allegheny Technologies Incorporated (the Company) as a Class I director, effective immediately, in connection with the Board increasing the number of directors constituting the Board from nine to ten. Effective as of the same date, the Board appointed Mr. Pipski to serve on the Audit Committee and the Technology Committee of the Board. Mr. Pipski will stand for election at the Companys 2012 Annual Meeting of Stockholders.
The Board has determined that Mr. Pipski is an independent director under applicable New York Stock Exchange listing requirements and the Companys categorical Board independence standards, which are set forth in the Companys Corporate Governance Guidelines.
As a non-employee director of the Board, Mr. Pipski will receive the standard compensation paid to other non-employee directors for service on the Board and pro rata compensation for his service as a director in 2011, which includes 174 shares of restricted stock granted to Mr. Pipski on December 9, 2011 upon his election to the Board.
There were no arrangements or understandings between Mr. Pipski and any other person pursuant to which Mr. Pipski was elected as a director, and there are and have been no transactions since the beginning of the Companys last fiscal year, or currently proposed, regarding Mr. Pipski that are required to be disclosed by Item 404(a) of Regulation S-K.
The Company issued a press release on December 9, 2011 to announce the election of Mr. Pipski to the Board. The press release is set forth in its entirety and attached as Exhibit 99.1 to this Form 8-K, and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
99.1 | Press Release dated December 9, 2011. |
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, General Counsel, Chief Compliance Officer and Corporate Secretary |
Dated: December 12, 2011
Exhibit 99.1
|
NEWS RELEASE | |
Allegheny Technologies Incorporated | Contact: | |
Corporate Headquarters | Dan L. Greenfield | |
1000 Six PPG Place | 412-394-3004 | |
Pittsburgh, PA 15222-5479 U.S.A. | ||
www.ATImetals.com |
Allegheny Technologies Elects New Director
Pittsburgh, PA December 9, 2011 Allegheny Technologies Incorporated (NYSE: ATI) announced today that John R. Pipski has been elected to the Companys Board of Directors. His election increases the number of directors to ten.
Mr. Pipski, 64, has over 40 years of financial and tax accounting experience, mainly in the manufacturing and mining industries. Mr. Pipski was a tax partner in the accounting firm of Ernst & Young LLP from 1983 until his retirement in 2001. Since then, Mr. Pipski has been providing business advisory and financial and tax accounting services through his own firm. We are pleased to welcome John Pipski to the ATI Board. Johns expertise and significant business experience make him a valuable addition to the Company, said Rich Harshman, Chairman, President and Chief Executive Officer of ATI.
Mr. Pipski has been appointed to serve on the Audit Committee and the Technology Committee and will stand for election at the 2012 Annual Meeting of Stockholders.
Previously, Mr. Pipski served on the Board of Directors of CNX Gas Corporation from 2005 until 2010 where he was Chairman of the Audit Committee.
Building the Worlds Best Specialty Metals Company®
Allegheny Technologies Incorporated is one of the largest and most diversified specialty metals producers in the world with revenues of approximately $5.0 billion for the last twelve months. ATI has approximately 11,300 full-time employees world-wide who use innovative technologies to offer global markets a wide range of specialty metals solutions. Our major markets are aerospace and defense, oil and gas/chemical process industry, electrical energy, medical, automotive, food equipment and appliance, machine and cutting tools, and construction and mining. Our products include titanium and titanium alloys, nickel-based alloys and superalloys, grain-oriented electrical steel, stainless and specialty steels, zirconium, hafnium, niobium, tungsten materials, forgings, castings, and fabrication and machining capabilities. The ATI website is www.ATImetals.com.
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