8-KMaterial Agreements

ATI INC 8-K Report, Material Agreement (Dec 10, 2004)

Filed December 10, 2004For Securities:ATI

Summary

Allegheny Technologies Incorporated (ATI) filed an 8-K on December 10, 2004, detailing significant changes to its non-employee director compensation and stock ownership policies, effective December 9, 2004. The company's Board of Directors approved an increase in the annual retainer fee for non-employee directors to $60,000, effective January 2005. This change is accompanied by the adoption of new stock ownership guidelines, encouraging directors to hold a meaningful equity stake in the company. Furthermore, ATI has frozen and discontinued its Fee Continuation Plan for Non-Employee Directors. Under the frozen plan, benefits will be based on the 2004 annual retainer fee, capped at ten years of credited service, a change from the previous policy where benefits were tied to the retainer fee at retirement. These adjustments reflect a strategic effort to align director incentives more closely with shareholder interests through increased stock ownership and a modified post-service compensation structure.

Key Highlights

  • 1Annual retainer fee for non-employee directors increased to $60,000, effective January 2005.
  • 2New stock ownership guidelines adopted for non-employee directors.
  • 3Directors are expected to own stock valued at least two times the annual retainer within five years.
  • 4Directors are expected to own stock valued at least three times the annual retainer within a reasonable time thereafter.
  • 5Non-employee directors will receive at least 25% of their annual retainer in the form of ATI common stock and/or stock options.
  • 6The Fee Continuation Plan for Non-Employee Directors has been frozen and discontinued.
  • 7Under the frozen plan, benefits are capped at ten years of credited service, based on the 2004 retainer fee.

Frequently Asked Questions

The primary goal is to align the interests of the non-employee directors more closely with those of the shareholders by increasing their personal investment in the company's stock and modifying their post-service compensation to be more predictable and tied to their tenure.

Current directors will be expected to acquire stock with a market value of at least two times their annual retainer within five years, and three times the retainer thereafter. This encourages them to build a significant ownership position in ATI.

The Fee Continuation Plan is no longer active for new accruals based on future retainer fees. Any benefits will be based on the 2004 annual retainer and are capped at a maximum of ten years of credited service, offering a more defined and limited future payout compared to the previous policy tied to retirement retainer rates.

Most of these changes, including the increased retainer and stock ownership guidelines, are not set forth in specific written agreements between the non-employee directors and the company, with the exception of the Fee Continuation Plan.