Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 17, 2021, the Board of Directors (the "Board") of Kennametal Inc. (the "Company" or "Kennametal") elected Sanjay Chowbey to serve as Vice President and President, Metal Cutting Business Segment effective on or about June 14, 2021. Mr. Chowbey will report to Kennametal President and Chief Executive Officer, Christopher Rossi.

Mr. Chowbey, age 53, joins Kennametal from Flowserve Corporation ("Flowserve"), a public company, and a global provider of fluid motion and control products and services, where he served as President, Service and Solutions from July 2019. Prior to this, Mr. Chowbey was the Senior Vice President and President, TE SubCom, a division of TE Connectivity, from 2017 to 2018, and previously spent over 11 years at Danaher / Fortive Corporation (from 2006 through 2017) serving in various roles of increasing responsibility, the latest being President, Thomson Industries.

At the time Mr. Chowbey starts his service with Kennametal, he will enter into an indemnification agreement with the Company in the form previously approved by the Board.

He will also enter into an officer's employment agreement with Kennametal in the form previously approved by the Board. Generally, the officer's employment agreement will provide:



•General. Mr. Chowbey will be required to devote his entire time and attention
to the business and affairs of Kennametal while he is employed.
•Term. There is no predetermined term.
•Non-competition/non-disclosure. Unless Kennametal provides prior consent in
writing, if Kennametal terminates his employment without cause, then for one
year after the date of termination, Mr. Chowbey cannot, in any geographic area
in which Kennametal is offering its services and products: (a) directly or
indirectly engage in; or (b) assist or have an active interest in; or (c) enter
the employ of, or act as agent for, or advisor or consultant to, any entity
which is or is about to become directly or indirectly engaged in any business
that is competitive with any business of the Company or any of its subsidiaries
or affiliates in which the executive is or was engaged. In the event that (i)
Mr. Chowbey voluntarily terminates his employment; or (ii) Mr. Chowbey's
employment is terminated for reason of a Change in Control or any other reason,
the aforementioned non-compete obligation is two years after the date of
termination. However, in case of termination for any reason, Mr. Chowbey cannot
disclose any of Kennametal's confidential or trade secret information.
•Assignment of Inventions. Mr. Chowbey must assign to Kennametal all inventions
conceived or made during his employment with Kennametal.
•Termination. Mr. Chowbey's employment may be terminated by either party at any
time, for any reason or no reason at all; provided, that the Company may only
terminate Mr. Chowbey's employment with the approval and authorization of the
Board.
•Severance. If Mr. Chowbey has been employed with the Company for a minimum of
two years, and if (with Board authorization) Kennametal involuntarily terminates
Mr. Chowbey's employment prior to a change in control and not for cause, he will
be entitled to 12 months of severance.
•Change in Control. The agreement provides for payments to Mr. Chowbey if he
resigns for good reason or if he is terminated by the Company without cause
within six months prior to a change in control of the Company, or within 24
months following a change in control of the Company. In this event, he will
receive a payment equal to two times his base salary and two times his target
bonus.


Item 8.01 Other Events.

On May 20, 2021, the Company issued a press release announcing the appointment of Sanjay Chowbey as Vice President and President, Metal Cutting Business Segment. A copy of this press release is attached hereto as Exhibit 99.1.



                                       2

--------------------------------------------------------------------------------




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1  Form of Executive Officer Agreement as of April 2018 (Exhibit 10.60 of
Form 10-K filed August 10, 2018 is incorporated herein by reference)
10.2  Form of Indemnification Agreement for Named Executive Officers (Exhibit
10.2 of the Form 8- K filed March 22, 2005 is incorporated herein by reference)
99.1    Press Release dated May 20, 2021
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)
                                       3

--------------------------------------------------------------------------------





                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



                                           KENNAMETAL INC.

   Date:    May 20, 2021         By:       /s/ Michelle R. Keating
                                           Michelle R. Keating
                                           Vice President, Secretary and General Counsel



                                       4

© Edgar Online, source Glimpses