Kennametal (KMT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 28, 2025, to be held virtually; shareholders of record as of August 29, 2025, are eligible to vote.

• Key agenda items: election of eight directors, ratification of PricewaterhouseCoopers LLP as auditor, and advisory vote on executive compensation.

• Board emphasizes commitment to strong corporate governance, ethical conduct, and shareholder engagement.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eight directors for one-year terms, auditor ratification, and a non-binding say-on-pay vote.

• Board recommends voting FOR all director nominees, FOR auditor ratification, and FOR executive compensation.

• Shareholder proposals for the 2026 meeting must be submitted by May 18, 2026, with nominations for directors due between May 1 and June 30, 2026.

Board of directors and corporate governance

• Board consists of eight nominees, all with significant executive and industry experience; majority are independent.

• Board is declassified, with all directors elected annually; CEO and Chairman roles are separated.

• Board diversity matrix: 11 directors, 3 female, 8 male, with representation across several ethnic backgrounds.

• Committees: Audit, Compensation and Human Capital, and Nominating/Corporate Governance, all comprised of independent directors.

• Annual board and committee self-evaluations; high attendance rate (at least 75% for all directors).

• Stock ownership guidelines and policies prohibiting hedging, pledging, and shorting of company securities.