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): February 23, 2024

ATI Inc.

(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.)

2021 McKinney Avenue, Dallas, Texas	75201
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On February 23, 2024, ATI Inc. (the “Company”) announced that its Board of Directors (the “Board”) has appointed Kimberly A. Fields, currently the Company’s President and Chief Operating Officer, to serve as President and Chief Executive Officer of the Company, effective as of July 1, 2024. Additionally, Ms. Fields was appointed as a member of the Board, as a Class III Director, effective February 22, 2024. Robert S. Wetherbee, the Company’s current Board Chair and Chief Executive Officer, has been appointed Executive Chairman, effective July 1, 2024

Ms. Fields, age 54, joined ATI in 2019 as Executive Vice President of ATI’s Flat Rolled Products group, and in 2020 took on leadership of both the Company’s business segments. She was appointed Chief Operating Officer in January 2022 and became President and Chief Operating Officer in July 2023. Prior to joining ATI, Fields was group president for industrial and energy at IDEX Corporation. She’s held commercial, manufacturing, and strategic leadership positions at EVRAZ and GE, growing GE’s penetration in metals, petrochemicals and mining segments. She serves on the board of directors of Silgan Holdings.

As President and Chief Executive Officer, Ms. Fields will have a base annual salary of $900,000, and an initial target award opportunity under the Company’s Annual Performance Plan equal to 125% of her base salary. Additionally, Ms. Fields will receive a one-time equity award under the Company’s Long-Term Incentive Plan with a grant-date value of $750,000 that will be scheduled to vest at the end of a three-year period. In 2025, she will be entitled to receive an annual equity award under the Company’s Long-Term Incentive Plan with a grant-date target value equal to approximately $3,500,000, comprised 70% of performance-vested restricted stock units and 30% of time-vested restricted stock units, consistent with the Company’s current executive compensation programs, and will continue to be eligible to participate in the Company’s other benefit programs. As Executive Chairman, Mr. Wetherbee will have a base annual salary of $750,000, and a target award opportunity under the Company’s Annual Performance Plan equal to 100% of his base salary.

The Company issued a press release on February 23, 2024 regarding these matters. The press release is set forth in its entirety and attached as Exhibit 99.1 to this Form 8-K.

Item 9.01. Exhibit

(d) Exhibit 99.1 Press release dated February 23, 2024.

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

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.

ATI Inc.
By:	/s/: Robert S. Wetherbee
	Robert S. Wetherbee
	Board Chair and Chief Executive Officer

Dated: February 23, 2024

EX-99.1

Exhibit 99.1

NEWS RELEASE

ATI Inc.	Investor Contact:	Media Contact:
Corporate Headquarters	David Weston	Natalie Gillespie
2021 McKinney Avenue, Suite 1100	412.394.2908	412.389.3124
Dallas, TX 75201 U.S.A.	David.Weston@ATImaterials.com	Natalie.Gillespie@ATImaterials.com
www.ATImaterials.com

ATI Elects Kimberly A. Fields as President and CEO

Robert S. Wetherbee to become Executive Chairman

DALLAS, TX—February 23, 2024—The Board of Directors of ATI (NYSE: ATI) has elected Kimberly A. Fields as President and CEO, effective July 1, 2024. Additionally, she has been appointed to serve as a member of ATI’s Board effective immediately.

Fields has served as Chief Operating Officer since 2022 and became President in July 2023. During her tenure, ATI has grown as one integrated operation, sharpening its operational advantages, increasing capacity and capability for the extraordinary materials customers value most.

As CEO, Fields will succeed Robert S. Wetherbee, who will become Executive Chairman. Wetherbee was named President and CEO in 2018 and became Board Chair in 2020. Under Wetherbee’s leadership, ATI transformed to become an aerospace and defense leader, growing share and creating value for customers and shareholders.

“ATI is well-positioned, on a clear path to $5 billion in revenue and $1 billion in EBITDA by 2027. We have the capabilities, and the team is aligned to deliver,” said Wetherbee. “Kim is ready to lead this organization. Her demonstrated operational and commercial success makes her proven to perform. As ATI’s next CEO, Kim will further accelerate our growth and value creation.”

Fields joined ATI in 2019 as executive vice president of ATI’s Flat Rolled Products group, and in 2020 took on leadership of both business segments. Prior to joining ATI, Fields was group president for industrial and energy at IDEX Corporation, where she dramatically improved profitability and accelerated growth in the business portfolio. She’s held commercial, manufacturing, and strategic leadership positions at EVRAZ and GE, growing GE’s penetration in metals, petrochemicals and mining segments. Fields earned a BS in Ceramic Engineering from the University of Illinois at Champaign-Urbana and an MBA from the Kellogg Graduate School of Management at Northwestern University.

“I’m honored to succeed Bob as ATI’s next CEO,” said Fields. “Collaboratively, we’ve built a team that is aligned, disciplined, and focused on execution to deliver extraordinary solutions to our customers’ most difficult challenges. I am confident in our ability to continue ATI’s incredible trajectory.”

“Bob truly transformed ATI, turning the challenge of a pandemic into an opportunity to create our purpose-built portfolio, accelerating our strategy of high performance and differentiation,” said Brett Harvey, ATI’s Lead Independent Director. “On behalf of the board and our shareholders, we thank Bob for all he’s done, especially his focus on developing talent across the entire leadership team to ensure a smooth succession. We look forward to working with Kim to build on this success and drive long-term sustainable growth.”

ATI: Proven to Perform.

ATI (NYSE: ATI) is a global producer of high performance materials and solutions for the global aerospace and defense markets, and critical applications in electronics, medical and specialty energy. We’re solving the world’s most difficult challenges through materials science. We partner with our customers to deliver extraordinary materials that enable their greatest achievements: their products fly higher and faster, burn hotter, dive deeper, stand stronger and last longer. Our proprietary process technologies, unique customer partnerships and commitment to innovation deliver materials and solutions for today and the evermore challenging environments of tomorrow. We are proven to perform anywhere. Learn more at ATImaterials.com.

XML

Document and Entity Information	Feb. 23, 2024
Cover [Abstract]
Entity Registrant Name	ATI INC
Amendment Flag	false
Entity Central Index Key	0001018963
Document Type	8-K
Document Period End Date	Feb. 23, 2024
Entity Incorporation State Country Code	DE
Entity File Number	1-12001
Entity Tax Identification Number	25-1792394
Entity Address, Address Line One	2021 McKinney Avenue
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	(412)
Local Phone Number	394-2800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.10 per share
Trading Symbol	ATI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false