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

On January 28, 2020, the Board of Directors (the "Board") of Kennametal Inc. (the "Company" or "Kennametal") announced the appointment of Ronald Port to serve as Vice President and Chief Commercial Officer, Metal Cutting business segments. The Board also elected Franklin Cardenas to serve as Vice President and President, Infrastructure Business Segment effective on or about February 10, 2020 as successor to Mr. Port, who held this position previously. Mr. Port and Mr. Cardenas will report to Kennametal President and Chief Executive Officer, Christopher Rossi.

Mr. Port, age 55, has been with the Company serving in various executive roles since April 2015. Mr. Port will continue to serve as Vice President and President, Infrastructure Business Segment until Mr. Cardenas begins employment with the Company. Prior to joining Kennametal, Mr. Port was the Vice President Strategic Marketing and Business Development for SPX FLOW from September 2013 to April 2015. Prior to this, Mr. Port held various positions in exceeding responsibilities for Xylem Water Solutions (formerly ITT Corporation) from December 2006 to September 2013 including roles as Vice President and Managing Director of business units in the US, China and India.

Mr. Port will not be entering into any new agreements with the Company in connection with his new role.

Mr. Cardenas, age 51, joins Kennametal from Donaldson Company Inc. ("Donaldson"), a public company, and a global manufacturer of integrated filtration systems, where he served as Vice President, Asia Pacific since 2016. Prior to this, Mr. Cardenas was the Vice President, Global Engine Aftermarket for Donaldson from 2010 to 2016 and served in various roles with increasing responsibility at Donaldson beginning in 1995, including Managing Director of Latin America from 2005 to 2010.

At the time that Mr. Cardenas 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. Cardenas 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. Cardenas 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. Cardenas
       voluntarily terminates his employment; or (ii) Mr. Cardenas' 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. Cardenas
       cannot disclose any of Kennametal's confidential or trade secret
       information.


•      Assignment of Inventions. Mr. Cardenas must assign to Kennametal all
       inventions conceived or made during his employment with Kennametal.


•      Termination. Mr. Cardenas' 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. Cardenas' employment with the approval and
       authorization of the Board.


•      Severance. If Mr. Cardenas has been employed with the Company for a
       minimum of two years, and if (with Board authorization) Kennametal
       involuntarily terminates Mr. Cardenas' 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. Cardenas 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.




                                       2

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

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

On January 30, 2020, the Company issued a press release announcing the appointments of Ronald Port as Vice President and Chief Commercial Officer, Metal Cutting business segments and Franklin Cardenas as Vice President and President, Infrastructure Business Segment. A copy of this press release is attached hereto as Exhibit 99.1.




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 January 30, 2020




                                       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: January 30, 2020     By:   /s/ Michelle R. Keating
                                   Michelle R. Keating
                                   Vice President, Secretary and General Counsel



                                       4

© Edgar Online, source Glimpses