Kennametal (KMT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 29, 2024, to be held virtually; shareholders of record as of August 30, 2024, are eligible to vote.

• Key proposals include election of nine directors, ratification of PwC as auditor, advisory vote on executive compensation, and approval of the 2024 Stock and Incentive Plan.

• Fiscal 2024 sales were $2.0 billion, net income $109.3 million, and adjusted EBITDA $313 million (15.3% margin).

• Return on Invested Capital (ROIC) for 2024 was 7.0% (adjusted 7.6%).

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) ratification of PwC as independent auditor for FY2025, (3) non-binding advisory vote on executive compensation, and (4) approval of the 2024 Stock and Incentive Plan.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2025 meeting must be submitted by May 20, 2025.

Board of directors and corporate governance

• Board consists of nine nominees, with only the CEO being non-independent; all others are independent.

• Board is declassified, with all directors elected annually.

• CEO and Chairman roles are separated; independent director serves as Chairman.

• Board committees (Audit, Compensation and Human Capital, Nominating/Corporate Governance) are composed solely of independent directors.

• Board and committees conduct annual self-evaluations; all directors attended at least 75% of meetings.

• Board diversity matrix: 2 women, 8 men; representation includes Asian, Hispanic/Latinx, and African American/Black directors.