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) December 6, 2007
Allegheny Technologies Incorporated
(Exact name of registrant as specified in its charter)
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| Delaware
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1-12001
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25-1792394 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 1000 Six PPG Place, Pittsburgh, Pennsylvania
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15222-5479 |
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| (Address of principal executive offices)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On December 6, 2007, J. Brett Harvey was elected to the Board of Directors of Allegheny
Technologies Incorporated (the “Company”) as a Class III
director, effective immediately, in connection with the Board
increasing the number of directors constituting the Board from ten to eleven. Effective
as of the same date, the Board appointed Mr. Harvey to serve on the Nominating and Governance
Committee of the Board. Mr. Harvey will stand for election at the Company’s 2008 Annual Meeting of
Stockholders.
Mr. Harvey is the President and Chief Executive Officer of CONSOL Energy Inc. (“CONSOL”), a
high-Btu bituminous coal and coal bed methane company. The Board has determined that Mr. Harvey is
an independent director under applicable New York Stock Exchange listing requirements and the
Company’s categorical Board independence standards, which are set forth in the Company’s Corporate
Governance Guidelines.
As a non-employee director of the Board, Mr. Harvey will receive the standard compensation
paid to other non-employee directors for service on the Board and pro rata compensation for his
service as a director in 2007, which includes 67 shares of restricted stock granted to Mr. Harvey
on December 6, 2007 upon his election to the Board.
There were no arrangements or understandings between Mr. Harvey and any other person pursuant
to which Mr. Harvey was elected as a director, and there are and have been no transactions since
the beginning of the Company’s last fiscal year, or currently proposed, regarding Mr. Harvey that
are required to be disclosed by Item 404(a) of Regulation S-K.
The Company issued a press release on December 6, 2007 to announce the election of Mr. Harvey
to the Board. The press release is set forth in its entirety and attached as Exhibit 99.1 to this
Form 8-K, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 Press release dated December 6, 2007.