Kennametal (KMT) Proxy filing summary

Executive summary

• Annual shareholder meeting scheduled for October 27, 2026, to be held virtually; shareholders will vote on director elections, auditor ratification, and executive compensation approval.

• Joseph Alvarado will become Chairman of the Board, succeeding William Lambert, reflecting planned board leadership succession.

• Fiscal 2026 saw strong financial performance: sales rose to $2.4 billion, net income reached $342.4 million, and adjusted EBITDA margin improved to 26.9%.

• Return on Invested Capital (ROIC) increased to 18.8% (adjusted), up from 6.8% in the prior year.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors for one-year terms, ratification of PricewaterhouseCoopers LLP as independent auditor for FY2027, and a non-binding advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted between May 1 and June 30, 2027.

Board of directors and corporate governance

• Board is declassified; all directors serve one-year terms.

• CEO and Chairman roles are separated; Chairman is an independent director.

• Board comprises all independent directors except the CEO.

• Three standing committees: Audit, Compensation and Human Capital, and Nominating/Corporate Governance, all composed of independent directors.

• Annual board and committee self-evaluations are conducted.

• Stock ownership guidelines require directors to hold equity worth at least five times the annual retainer.

• No poison pill is in place.