UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Filed by the Registrant | ☒ | Filed by a Party other than the Registrant | ☐ |
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Check the appropriate box:
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
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KENNAMETAL INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials: |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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A MESSAGE FROM OUR BOARD OF DIRECTORS
September 14, 2026
Dear Fellow Shareholders,
Please accept our invitation to the Kennametal Annual Shareholder Meeting on October 27, 2026, at 2:00 p.m. Eastern Time. The meeting will once again be held virtually via live audio webcast.
The Annual Meeting will include consideration of the matters included in the Notice of Annual Meeting and Proxy Statement. Every shareholder’s vote is important, so if you cannot attend the virtual meeting live, please see the Notice of Annual Meeting of Shareowners for details on voting.
Our Board of Directors remains committed to strong corporate governance, ethical conduct, and disciplined global compliance practices. We believe these principles are essential to serving the best interests of our shareholders and in supporting the continued and long-term success of the company.
This meeting will also mark an important Board leadership transition, whereas Joseph Alvarado will become our next Chairman of the Board, succeeding William Lambert who is retiring next month. This planned transition reflects our commitment to thoughtful succession planning and continuity of leadership as Kennametal continues to execute our strategy.
On behalf of the Board of Directors, we thank you for your continued support of Kennametal and look forward to connecting at the meeting.
Sincerely,
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| | Sanjay Chowbey | | William Lambert | |
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| | President and Chief Executive Officer | | Chairman of the Board | |
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Notice of Annual Meeting of Shareowners
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| When: | 2:00 p.m. (Eastern Time) on Tuesday, October 27, 2026 |
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| Where: | Virtually, via live audio webcast at www.virtualshareholdermeeting.com/KMT2026 |
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| Record Date: | Friday, August 28, 2026 (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.) |
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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 2027; |
| 2. | The ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2027; 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 Friday, August 28, 2026, 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.
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| | By Order of the Board of Directors |
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| | Michelle R. Keating |
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| | Vice President, Secretary |
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| | and General Counsel |
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September 14, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSFOR THE ANNUAL MEETING OF SHAREOWNERS TO BE HELDOCTOBER 27, 2026
This Proxy Statement and the 2026 Annual Report are available for viewing at
www.proxyvote.com
2026 Proxy Summary
This 2026 Proxy Summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider before voting, and we strongly encourage you to carefully read the Proxy Statement before voting.
General Information About the 2026 Annual Meeting of Shareowners
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| 2:00 p.m. (Eastern Time) on Tuesday, October 27, 2026 |
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| Virtually, via live audio webcast at www.virtualshareholdermeeting.com/KMT2026 |
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| August 28, 2026 |
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| For all matters, shareowners as of the Record Date have one vote for each share of capital stock held by such person on the Record Date |
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Proposals to be Considered and Board Recommendations
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| | | | Proposal | Board VotingRecommendation | Page Reference(for more detail) |
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| | | Election of nine directors with terms to expire in 2027. | FOR each Director Nominee | 7 |
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| | | Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027. | FOR | 31 |
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| | | Non-binding (advisory) vote to approve the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement. | FOR | 86 |
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Board Nominees
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| · · · · · · · · · · CommitteeMemberships · · Other Public |
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| Name | | Age | | DirectorSince (1) | | Occupation | | Independent | | AC | | CHC | | N/CG | | CompanyBoards |
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| Joseph Alvarado | | 74 | | 2018 | | Board of Directors,Arcosa, Inc.,PNC Financial Services Group,Inc. and Trinseo, S.A. | | Yes | | — | | ✘ | | Chair | | Arcosa, Inc.;PNC FinancialServices Group, Inc.;Trinseo, S.A. |
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| Shelley Bausch | | 60 | | 2025 | | Board of Directors,GATX Corporation | | Yes | | ✘ | | ✘ | | — | | GATX Corporation |
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| Sanjay Chowbey | | 58 | | 2024 | | President and ChiefExecutive Officer (“CEO”),Kennametal Inc. | | No | | — | | — | | — | | NOV Inc. |
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| Richard J. Harshman | | 70 | | 2026 | | Board of Directors,Pittsburgh Cultural Trust,United Way | | Yes | | | | | | | | Ameren Corporation;PNC Financial Service Group Inc. |
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| Dawne Hickton | | 68 | | 2026 | | Chair and CEO,Cumberland Additive, Inc. | | Yes | | | | | | | | Commercial Metals Co;Elevra Lithium Limited |
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| Douglas T. Dietrich | | 57 | | 2025 | | Chairman and CEO, Minerals Technologies Inc. | | Yes | | Chair | | — | | ✘ | | Minerals Technologies Inc. |
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| Lorraine M. Martin | | 64 | | 2018 | | President and CEO,National Safety Council | | Yes | | — | | Chair | | ✘ | | IperionX Limited |
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| Sagar A. Patel | | 60 | | 2016 | | Board Member, Aerospace Portfolio Company,Ronin Equity Partners | | Yes | | ✘ | | — | | ✘ | | — |
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| Paul Sternlieb | | 54 | | 2023 | | President and CEO and member ofthe Board of Directors, Enerpac ToolGroup | | Yes | | ✘ | | — | | — | | Enerpac Tool Group |
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| (1) | References are to calendar years |
| CHC | Compensation and Human Capital Committee |
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| N/CG | Nominating/Corporate Governance Committee |
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| ● | Attendance: In Fiscal 2026, each of our directors serving on the Board attended at least 75% of the Board and committee meetings on which he or she sat during his or her tenure as a director. The following changes were made to the Board in Fiscal 2026: effective November 1, 2025, Mr. Dietrich was elected to serve as Chairman of the Audit Committee; Ms. Martin was elected to serve as Chair of the Compensation and Human Capital Committee; Ms. Bausch was appointed to serve on the Compensation and Human Capital Committee; and Mr. Dietrich was appointed to serve on the Nominating/Corporate Governance Committee. In Fiscal 2027, each of Ms. Hickton and Mr. Harshman were elected to the Board effective September 1, 2026. |
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| ● | Director Elections: Directors are elected by a majority of votes cast; meaning that the number of votes cast “for” such director nominee must exceed the number of votes cast “against” such nominee in order for a director to be elected. |
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Corporate Governance Highlights
Our Board has a strong commitment to ethical conduct and good corporate governance, which promotes the long-term interests of shareowners, strengthens the Board and management accountability and helps build public trust in the Company. The dashboard below provides a snapshot of the Company’s current corporate governance policies.
| ● | Declassified Board of Directors — The Company’s By-Laws provide for a declassified Board of Directors, whereby all Directors are elected to one-year terms. |
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| ● | Separation of CEO and Chairman — The roles of the Chief Executive Officer and the Chairman of the Board are separate. An independent director serves as our Chairman of the Board. |
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| ● | Majority Voting in Director Elections — Director elections are conducted on a majority voting basis and without cumulative voting. |
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| ● | Change in Control Double-Trigger Vesting Provision — The Company’s 2024 Stock and Incentive Plan requires both a change in control of the Company and termination of the executive’s employment (“double-trigger”) for unvested or unearned equity awards to vest on an accelerated basis. |
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| ● | Governance Guidelines — The Board has established Corporate Governance Guidelines which provide a framework for the effective governance of the Company. The guidelines address matters such as the Board’s mission, a Director’s responsibilities, Director qualifications, determination of Director independence, Board committee structure, Chief Executive Officer performance evaluations and management succession. The Board regularly reviews developments in corporate governance and updates the Corporate Governance Guidelines and other governance materials as it deems necessary and appropriate. The Company’s Corporate Governance Guidelines are available on its website at www.kennametal.com on the “Corporate Governance” page under “Investor Relations.” |
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| ● | Independent Directors — Our Board is comprised of all independent directors, other than our President and CEO. |
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| ● | Independent Directors Regularly Meet — Our independent directors meet in executive sessions, led by our independent Chairman of the Board, at each regularly scheduled Board meeting. |
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| ● | Independent Board Committees — We have three standing Board committees with only independent directors serving as members. |
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| ● | Annual Board and Committee Self-Evaluation — Our Board and Board committees engage in a self-evaluation process annually. |
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| ● | High Rate of Board Attendance — In Fiscal 2026, each of our directors serving on the Board attended at least 75% of the Board and committee meetings on which he or she sat during his or her tenure. |
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| ● | No Poison Pill — The Company currently does not have a poison pill in place. |
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| ● | Strong Stock Ownership Guidelines for Directors and Executive Officers — We have adopted Stock Ownership Guidelines for directors, executives and key managers to effectively link the interests of management and our shareowners and to promote an ownership culture throughout our organization. We believe that stock should be acquired and held in quantities that encourage management to make decisions and take actions that will enhance Company performance and increase its value. |
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| ● | Policies Prohibiting Hedging, Pledging, and Shorting Company Securities — Our insider trading policy prohibits the hedging, pledging and shorting of Company stock by any member of the Board, executive officer, or other corporate officer, as defined in the policy, and their family members, without the prior approval and express authorization of the Company’s General Counsel. An exception to this prohibition may be granted where an individual wishes to pledge Company stock as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resorting to the pledged stock. |
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Fiscal 2026 Summary
The Company achieved the following performance in sales, profitability and returns for Fiscal 2026 (see Appendix A for a reconciliation of these non-GAAP financial measures to the comparable GAAP measures):
| ● | Sales of $2.4 billion for Fiscal 2026, compared with sales of $2.0 billion for Fiscal 2025. |
| ● | Net income attributable to Kennametal for Fiscal 2026 was $342.4 million, compared to $93.1 million in Fiscal 2025. |
| ● | Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) for Fiscal 2026 was $623 million, or 26.4% EBITDA margin. Adjusted EBITDA for Fiscal 2026 was $634 million, or 26.9% Adjusted EBITDA margin. EBITDA for Fiscal 2025 was $285 million, or 14.5% EBITDA margin. Adjusted EBITDA for Fiscal 2025 was $299 million, or 15.2% Adjusted EBITDA margin. |
| ● | Return on Invested Capital (“ROIC”) for Fiscal 2026 was 18.3% compared with 6.2% in Fiscal 2025. Adjusted ROIC for Fiscal 2026 was 18.8% compared with Adjusted ROIC of 6.8% in Fiscal 2025. |
| ● | Primary Working Capital was $1,147 million as of June 30, 2026, compared to $638 million as of June 30, 2025. Primary Working Capital as a Percent of Sales (“PWCPS”) was 33.5% as of June 30, 2026, compared to 31.9% as of June 30, 2025. |
Executive Compensation Highlights for Fiscal 2026
The following are the highlights of our 2026 executive compensation program:
| ● | The Committee has adopted a strong pay-for-performance philosophy which is evaluated on an annual basis through a realizable pay-for-performance alignment assessment for the CEO position conducted by the Committee’s independent consultant. This assessment has revealed strong alignment between our CEO’s historical realizable compensation and our company’s performance compared to peers over the past three years. |
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| ● | Compensation is paid in a mix of base salary, annual cash-based incentives under our AIP, and equity-based long-term incentive awards. |
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| ● | Compensation is significantly tied to Company and Segment financial and stock performance, so that a substantial portion of the compensation provided to our executive officers is performance-based and at risk. |
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| ● | The Committee has adopted certain design methodologies in our incentive arrangements to help mitigate the impact of cyclicality, commodity exposure and other factors which can impact performance goals established by the Committee and actual payouts received by executives. These methodologies include: |
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| ● | Annual cash-based incentive plan: “first half” and “second half” goal setting for certain metrics that comprise 70% of the AIP weight, which provides the Committee with better insights into economic conditions that can rapidly impact our business either positively or negatively. Unless for special approved circumstances, no payments are made until the end of the fiscal year. |
| ● | PSU plan: Adjusted ROIC performance goals established annually for each fiscal year. Unless for special approved circumstances, no awards are paid until following the full three-year performance period. The Committee adopted this methodology to alleviate instances where rapidly changing economic conditions render performance goals either not challenging (goals set in an economic trough) or unachievable early in the three-year performance period which can result in retention risks. Adjusted ROIC performance goals and related payouts for Fiscal 2026 were approved by the Committee in July 2025. Adjusted ROIC performance goals for Fiscal 2027 and Fiscal 2028 will be determined near the beginning of each of the subsequent fiscal years. The Committee approved the Average Adjusted EBITDA Margin goal and related payouts at its July 2025 meeting for the full three-year performance period. |
| ● | Payment of annual cash-based incentives under the AIP is based on achieving critical measures of Company and Segment performance, consistent with our pay-for-performance philosophy. Payments earned under the Fiscal 2026 AIP were based on financial metrics with two six-month performance periods and one financial metric with a twelve-month performance period, while the nonfinancial goals were measured over the full fiscal year. The financial metrics and weightings are described below in the section “Changes to Executive Compensation Arrangements in Fiscal 2026.” Unless for special approved circumstances, no award earned is paid prior to the end of the fiscal year. |
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| ● | Our equity-based long-term incentive program is intended to drive the achievement of critical long-term business objectives, align management’s interests with those of our shareowners and foster retention of key executives. In Fiscal 2026, 60% of the target value of each executive’s long-term incentive opportunity was granted as PSUs and 40% was granted as RSUs, all of which are settled in stock. Unless for special approved circumstances, RSUs continue to vest at the rate of one-third per year on each grant date anniversary over three years. |
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| ● | Vesting of Fiscal 2026 PSUs is based on the attainment of an Adjusted ROIC financial performance goal (50% weight) and Average Adjusted EBITDA Margin (50% weight). PSUs are subject to an additional continuous service requirement, which provides that award recipients must remain employed by the Company through the distribution date to receive the units, which, unless for special approved circumstances, is three years after the grant date. For Fiscal 2026, only one-third of the Adjusted ROIC component of the FY2026-2028 PSU award will be reported in the subsequent tables following the Compensation and Human Capital Committee Report, as financial targets for remaining tranches will be set at or near the beginning of each subsequent fiscal year. Accordingly, only the Fiscal 2026 tranche for Adjusted ROIC performance is included as part of the grant under applicable disclosure rules in the tables below. The remaining tranches will be reported as separate grants when the applicable PSU targets are established. |
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| ● | As a general practice, AIP awards are not paid prior to the end of the fiscal year. Also, as a general practice, RSUs and PSUs will not have accelerated vesting. However, for compensation planning purposes and to promote leadership stability during a time of market uncertainty and some volatility in the Company’s stock price in calendar year 2025, the Committee took the following actions related to the compensation of our named executive officers (“NEOs”): |
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| ● | 50% of the NEOs’ Fiscal 2026 AIP targets were paid in December 2025, and a final true-up payment occurred based on the actual Fiscal 2026 performance following the Committee’s certification at the July 2026 Committee meeting. |
| ● | RSUs granted as annual awards in Fiscal 2024 and Fiscal 2025 and scheduled to vest in Fiscal 2026 had their vesting accelerated to December 2025. |
| ● | PSUs granted in Fiscal 2024 and earned in Fiscal 2024 and Fiscal 2025 due to Adjusted ROIC completed performance periods and scheduled to vest in Fiscal 2026 had their vesting accelerated to December 2025. |
| ● | Associated with these payments and vesting events, the NEOs signed clawback agreements that required repayment of all accelerated cash and equity-based amounts if they were to voluntarily end their employment with the company prior to August 15, 2026. |
Our Fiscal 2026 financial and non-financial performance had the following effects on the performance-based awards held by our NEOs:
Fiscal 2026 AIP
| ● | For Fiscal 2026, including “first half” and “second half” performance, the total payout for twelve months was as follows, based on performance against our financial metrics and including the nonfinancial goals: Mr. Chowbey’s AIP award was earned at 146.0% of target; Mr. Watson and Ms. Keating’s were earned at 145.5% of target; Mr. Bersaglini’s was earned at 143.1% of target; and Mr. Hamadi’s was earned at 147.7% of target. |
Performance Stock Units
| ● | The first of three tranches of the 2026 PSUs tied to Adjusted ROIC achieved performance at a 200% multiple of target. Average Adjusted EBITDA Margin is yet to be calculated for the three-year period ending June 30, 2028. No payment has been made under the 2026 PSUs. |
| ● | The second of three tranches of the 2025 PSUs tied to Adjusted ROIC achieved performance, at a 200% multiple of target. The tranche tied to Average Adjusted EBITDA Margin is yet to be calculated for the three-year period ending June 30, 2027. No payment has been made under the 2025 PSUs. |
| ● | The third of three tranches of the 2024 PSUs tied to Adjusted ROIC achieved performance at a 200% multiple of target, and when combined with the first and second tranches tied to Adjusted ROIC, the three tranches achieved 116.1% multiple of target and comprised 66.66% of the number of PSUs awarded. The tranche tied to Average Adjusted EBITDA Margin, which comprised 33.34% of the number of PSUs awarded, achieved performance at a 200% payout multiple of target over the three-year performance period. The cumulative total payout multiple was 144.1% of target for the combined three years of ROIC performance (fiscal years 2024, 2025, and 2026) and Average Adjusted EBITDA Margin for fiscal years 2024 through 2026. |
