ALLEGHENY TECHNOLOGIES INC PA false 0001018963 0001018963 2021-03-02 2021-03-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2021

 

 

Allegheny Technologies Incorporated

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-12001   25-1792394

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1000 Six PPG Place, Pittsburgh, Pennsylvania   15222-5479
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (412) 394-2800

N/A

(Former name or former address, if changed since last report).

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.10 per share   ATI   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02.

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

(b)    John D. Sims retired from his position as Senior Advisor to the CEO effective as of February 28, 2021. As previously disclosed, Mr. Sims, who led the Company’s High Performance Materials and Components segment from 2013 through December 31, 2020, assumed the role of Senior Advisor to the CEO as of January 1, 2021 with the expectation that he would retire during 2021.

(e)    The Company entered into a Consulting Agreement (“Consulting Agreement”), dated February 28, 2021 (the “Effective Date”), with Mr. Sims, pursuant to which Mr. Sims will provide certain consulting services to the Company as requested by the Company from time to time through the end of 2021, in exchange for which he will be entitled to certain consulting fees and other benefits as more fully described in the Consulting Agreement. The Consulting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, also contains provisions that restrict Mr. Sims from competing against the Company or soliciting employees or customers of the Company for a period of 24 months following the effective date, together with other affirmative and negative covenants that are customary for agreements of this nature.

 

Item 9.01.

Exhibit

 

(d)    Exhibit 10.1    Consulting Agreement dated February 28, 2021
   104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

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

 

ALLEGHENY TECHNOLOGIES INCORPORATED
By:  

/s/: Elliot S. Davis

  Elliot S. Davis
  Senior Vice President, General Counsel,
  Chief Compliance Officer and Corporate Secretary

Dated: March 2, 2021