Document


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)
May 11, 2018 (May 10, 2018)
Allegheny Technologies Incorporated
(Exact name of registrant as specified in its charter)
Delaware
1-12001
25-1792394
(State of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
 
 
 
1000 Six PPG Place
 
 
 Pittsburgh, Pennsylvania 15222-5479
 
 
(Address of principal executive offices)
 
 
 
 
 
(412) 394-2800
 
 
(Registrant's telephone number, including area code)
 
 
 
 
 
N/A
 
 
(Former name or 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
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 5.07
Submission of Matters to a Vote of Security Holders.
Allegheny Technologies Incorporated (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on May 10, 2018. As disclosed in the Company’s proxy materials for the Annual Meeting, the following proposals were considered and voted upon at the Annual Meeting: (1) the election of four directors for three-year terms expiring in 2021; (2) an advisory vote regarding the compensation paid to the Company’s named executive officers in 2017; and (3) ratification of the appointment of Ernst & Young LLP (“E&Y”) as independent auditors for the Company’s fiscal year ending December 31, 2018. Voting results for each such matter are provided below.

1.
Herbert J. Carlisle, Diane C. Creel, John R. Pipski and James E. Rohr were elected to serve as Directors of the Company for three-year terms ending in 2021. Votes were cast as follows:
NAME
 
FOR
 
WITHHELD
 
BROKER
NON-VOTES
Herbert J. Carlisle
 
99,617,049
 
1,866,767
 
15,334,891
Diane C. Creel
 
96,950,035
 
4,533,782
 
15,334,891
John R. Pipski
 
100,057,564
 
1,426,252
 
15,334,891
James E. Rohr
 
97,457,163
 
4,026,654
 
15,334,891

2.
By advisory vote, the Company’s stockholders approved the 2017 compensation of the Company’s named executive officers. Votes were cast as follows:
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
98,101,072
 
3,112,519
 
270,225
 
15,334.891

3.
The Company’s stockholders ratified the selection of E&Y as the Company’s independent auditors for 2018. Votes were cast as follows:
FOR
 
AGAINST
 
ABSTENTIONS
113,029,400
 
3,686,934
 
102,373






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                                                          
 
 
 
       Senior Vice President, General Counsel,
 
 
 
       Chief Compliance Officer and Corporate Secretary
 
 
 
 
Dated: May 11, 2018