DEFA14A 1 d915764ddefa14a.htm DEFA14A DEFA14A

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the 

Securities Exchange Act of 1934

(Amendment No.    )

 

 

 

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

 

Check the appropriate box: 

   
Preliminary Proxy Statement
   
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
   
Definitive Proxy Statement
   
Definitive Additional Materials
   
Soliciting Material Pursuant to §240.14a-12

 

ALLEGHENY TECHNOLOGIES

INCORPORATED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
     
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
     
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Allegheny Technologies Incorporated

Virtual 2020 Annual Meeting Questions and Answers

 

Why have you changed the format of the 2020 Annual Meeting?

 

After careful consideration, and in light of public health concerns regarding the coronavirus pandemic and the importance of safeguarding the health of our stockholders, employees, directors and officers, Allegheny Technologies Incorporated (the “Company” or “ATI”) has decided to forego for this year the physical location of the 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) in favor of a virtual meeting format only.

 

How can I attend and vote at the 2020 Annual Meeting?

 

The 2020 Annual Meeting will be a completely virtual meeting of shareowners, which will be conducted exclusively by webcast at www.meetingcenter.io/200046429 on May 8, 2020 at 11:00 a.m. Central Time. We encourage you to access the 2020 Annual Meeting prior to the start time. Online access will begin at 10:45 a.m. Central Time.

 

We are committed to ensuring, to the extent possible, that our stockholders will be afforded the ability to participate at the virtual meeting like they would at an in-person meeting. You are entitled to participate, vote and submit questions at the 2020 Annual Meeting if you were a stockholder of record as of the close of business on March 9, 2020, the record date, or hold a legal proxy for the meeting provided by your bank, broker or nominee. No physical meeting will be held.

 

Stockholders of Record

 

Stockholders of record will be able to participate in the 2020 Annual Meeting, vote electronically and submit questions during the live webcast of the meeting, without advance registration. The two items of information needed to access the live webcast of the meeting are the following:

 

Username/Computershare Control Number: the 15-digit control number on the proxy card or the “Notice Regarding the Availability of Proxy Materials” (the “Notice”) you previously received

 

Meeting password: ATI2020

 

Beneficial Owners

 

If you are a beneficial owner and hold your shares through an intermediary, such as a bank, broker or nominee, you must register in advance to participate in the 2020 Annual Meeting, vote electronically and submit questions during the live webcast of the meeting. To register in advance you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. You must forward a copy of the legal proxy along with your email address to Computershare Trust Company, N.A. (“Computershare”).

 

Requests for registration should be directed to Computershare by email at legalproxy@computershare.com no later than 5:00 p.m. Eastern Time, on Friday, May 5, 2020. You will receive a confirmation of your registration and instructions on how to attend the meeting by email after Computershare receives your registration materials.

 

Beneficial owners that are unable to register in advance may still attend the 2020 Annual Meeting by visiting www.meetingcenter.io/200046429 as a “guest” but will not have the option to vote shares electronically or submit questions during the live webcast of the meeting. However, we have provided additional methods to ensure that all shareowners are afforded the opportunity to submit questions. See “How do I submit a question?” below for more information.

 

 

 

 

I am a beneficial owner. Why do I need to request a legal proxy to be able to vote at the virtual meeting?

 

If your shares are held in an account at a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name” and the Notice was sent to you by your nominee. The bank, broker or other nominee holding your account is the stockholder of record for purposes of voting at the 2020 Annual Meeting. As a beneficial owner, you have the right to direct your bank, broker or nominee regarding how to vote the shares in your account. You are also invited to attend the 2020 Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares or submit questions during the meeting unless you request and obtain a “legal proxy” from your bank, broker or other nominee.

 

This process is no different than if you chose to vote your shares at an in-person meeting. See “How can I attend and vote at the 2020 Annual Meeting?” above for more information.

 

How can I submit a question?

 

In advance of the 2020 Annual Meeting

 

As described in the proxy materials for the 2020 Annual Meeting previously distributed, shareowners may submit questions in advance of the meeting by emailing their question, along with proof of ownership, to investors@ATImetals.com.

 

During the 2020 Annual Meeting

 

You may submit questions during the live webcast of the meeting by visiting the meeting website at www.meetingcenter.io/200046429, entering your control number and the password, ATI2020. Once logged in, click on the messages icon at the top of the screen to type in your question, then click the arrow icon on the right to submit. Those who attend the 2020 Annual Meeting as a “guest,” as described above, will not have the option to submit questions during the live webcast of the meeting. However, in order to ensure all shareowners are afforded the opportunity to submit questions, shareowners may also email their question, along with proof of ownership, during the live meeting to investors@ATImetals.com.

 

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.

 

What documentation can I provide as proof of my ownership?

 

You need to provide documentation showing that you owned Common Stock on the record date of March 9, 2020. Documentation includes a copy of one of the following: (i) your proxy card or voting instruction form (ii) the Notice received by postal mail or e-mail or (iii) an account statement or a brokerage statement reflecting your ownership of Common Stock as of March 9, 2020.

 

Will you make a list of shareowners entitled to vote at the 2020 Annual Meeting available through electronic means?

 

We will make available an electronic list of shareowners of record as of the record date for inspection by shareowners for any purpose germane to the meeting from April 28 through May 7, 2020 at our corporate offices, on request by email to investors@atimetals.com. The list will also be available to stockholders at www.meetingcenter.io/200046429 during the live webcast of the 2020 Annual Meeting.

 

What if I experience technical difficulties on the day of the meeting?

 

If you encounter technical difficulties with the virtual meeting platform on the day of the meeting, please visit https://support.vevent.com/ for assistance.

 

 

 

 

 

If I have already submitted my proxy, do I need to vote at the 2020 Annual Meeting?

 

If you have already submitted your proxy, there is no need to submit another proxy or vote at the 2020 Annual Meeting unless you wish to change or revoke your vote.

 

Whether or not you plan to participate in the live webcast of the 2020 Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the 2020 Annual Meeting. The proxy card included with the proxy materials previously distributed will not be updated to reflect the change in location and may continue to be used to vote your shares in connection with the 2020 Annual Meeting.

 

If I have already submitted my proxy, may I still attend the virtual 2020 Annual Meeting?

 

If you have already submitted your proxy, there is no need to submit another proxy or vote at the 2020 Annual Meeting unless you wish to change or revoke your vote, but you are still invited to attend the meeting if you choose. Stockholders of record and beneficial holders who wish to attend the 2020 Annual Meeting should follow the directions provided above under “How can I attend and vote at the 2020 Annual Meeting?“