Kennametal : 2021 Proxy Statement

NOTICE OF 2021 ANNUAL MEETING AND

PROXY STATEMENT

A MESSAGE FROM OUR BOARD OF DIRECTORS

September 14, 2021

Dear Fellow Shareowners,

We are pleased to invite you to the Kennametal Annual Meeting of Shareowners at 2:00 p.m. (Eastern Time) on October 26, 2021. This year's Annual Meeting will once again be held virtually, via a live audio only webcast.

While fiscal 2021 certainly had its challenges from the COVID-19 and associated end-market headwinds, we remained focused during the year on advancing our strategy while also managing the effects of the pandemic and maintaining strong liquidity. We delivered better-than-expected financial results, kept our employees safe while continuing to serve customers, and achieved our simplification/modernization savings target despite significantly lower volumes. It has been a year of challenges but also one of successes, and we are grateful to our teams around the world for their efforts this year and every year.

Our Board is committed to good corporate governance and ethical conduct, promoting the best interests of our shareowners. As noted in this proxy statement, we continue to follow good corporate governance policies in line with these interests. Further, we are evolving our Environmental, Social, and Governance (ESG) work, and you can learn more about the progress we made in the FY21 ESG report on the Corporate Sustainability page of Kennametal.com.

The Annual Meeting will include consideration of the matters included in the accompanying Notice of Annual Meeting and Proxy Statement. Every shareowner's vote is important to us so if you cannot attend the virtual meeting, please see the Notice of Annual Meeting of Shareowners for details on voting.

On behalf of the Board of Directors, thank you for your continued ownership and support of Kennametal.

Sincerely,

Christopher Rossi	Lawrence W. Stranghoener
President and Chief Executive Officer	Chairman of the Board

Notice of Annual Meeting of Shareowners

When: 2:00 p.m. (Eastern Time) on Tuesday, October 26, 2021

Where: Virtually, via live audio webcast at www.virtualshareholdermeeting.com/KMT2021

Record Date: Tuesday, August 31, 2021 (Only shareowners of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting.)

Agenda

The Annual Meeting of Shareowners ("Annual Meeting") will be held to consider and act upon the following matters:

1. The election of nine directors for terms to expire in 2022;
2. The ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022; and
3. A non-binding (advisory) vote to approve the compensation paid to the Company's named executive officers, as disclosed in this Proxy Statement.

Shareowners also will be asked to consider such other business as may properly come before the meeting. The Board of Directors has fixed Tuesday, August 31, 2021 as the record date (the "Record Date"). Only shareowners of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting.

How to Vote

We are utilizing a U.S. Securities and Exchange Commission Rule that allows companies to furnish their proxy materials over the Internet rather than in paper form. We believe that this delivery process will reduce our environmental impact, and over time, lower the costs of printing and distributing our proxy materials. We believe that we can achieve these benefits with no impact on our shareowners' timely access to this important information. If you have received a Notice, and you would prefer to receive proxy materials (including a proxy card) in printed form by mail or electronically by email, please follow the instructions contained in the Notice.

It is not necessary to attend the Annual Meeting to vote your shares. You may vote by proxy via telephone, Internet or by completing, dating, signing and returning a paper proxy card.

By Order of the Board of Directors

Michelle R. Keating

Vice President, Secretary

and General Counsel

September 14, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF SHAREOWNERS TO BE HELD

OCTOBER 26, 2021

This Proxy Statement and the 2021 Annual Report are available for viewing at

www.proxyvote.com