Item 5.02. Departure of directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On April 9, 2009, the Board of Directors of Universal Stainless & Alloy
Products, Inc. (the "Company") increased the size of the Board of Directors from
five members to six members and appointed Christopher L. Ayers to fill the newly
created vacancy, effective April 10, 2009. There is no arrangement or
understanding pursuant to which Mr. Ayers was selected as a director. Mr. Ayers
will receive compensation for his service as a director that is consistent with
the compensation paid to the Company's other non-employee directors, except that
Mr. Ayers will receive a pro rata portion of the annual retainer for 2009. The
Board of Directors has determined that Mr. Ayers is independent, as defined
under applicable Nasdaq listing standards, and appointed Mr. Ayers to serve on
its Audit Committee, Compensation Committee and Nominating and Governance
Committee. A copy of the Company's press release announcing the appointment of
Mr. Ayers is filed as Exhibit 99.1 hereto and is hereby incorporated by
reference.