Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

On January 15, 2020, upon recommendation of the Compensation Committee of the Board of Directors of Haynes International, Inc. (the "Company"), the Board of Directors of the Company approved the Haynes International, Inc. 2020 Incentive Compensation Plan (the "2020 Plan"), and submittal of the 2020 Plan to the stockholders for their consideration and approval. On February 25, 2020, at the Company's 2020 annual meeting of stockholders, the stockholders of the Company approved the 2020 Plan. The terms and conditions of the 2020 Plan are described on pages 47 through 53 of the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 24, 2020 . This description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Plan, which was filed as Annex A to the Company's Definitive Proxy Statement on Schedule 14A, is filed as an exhibit to this report, and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 25, 2020, Haynes International, Inc. (the "Company") held its annual meeting of stockholders. The following is a summary of the matters voted on at the meeting:

1. The six nominees for director were elected to serve for a one-year term:






        Nominee                For          Against/Withheld   Abstain    Non-Vote
        Donald C Campion     10,718,574              546,738      1,581     369,174
        Robert H. Getz       10,758,336              506,975      1,582     369,174
        Dawne S. Hickton     10,876,087              389,225      1,581     369,174
        Michael L. Shor      10,818,902              447,890        101     369,174
        Larry O. Spencer     10,907,827              357,485      1,581     369,174
        William P. Wall      10,696,928              568,383      1,582     369,174




     2.   The appointment of Deloitte & Touche, LLP as the Company's independent
          auditor for the fiscal year ending September 30, 2020 was ratified by
          the following stockholder vote:




                     For       Against/Withhold   Abstain   Non-Vote
                  10,707,587       578,558        349,922      0

3. Approval of the Haynes International, Inc. 2020 Incentive Compensation Plan:






                     For       Against/Withhold   Abstain   Non-Vote
                  10,518,093       729,800        19,000    369,174




     4.   On the advisory vote to approve the compensation of the Company's
          Named Executive Officers, the stockholders voted for approval as
          follows:




                     For       Against/Withhold   Abstain   Non-Vote
                  10,872,056       375,491        19,346    369,174

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