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ATI > SEC Filings for ATI > Form 8-K on 2-May-2014All Recent SEC Filings




Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 1, 2014, Allegheny Technologies Incorporated (the "Company") held its 2014 Annual Meeting of Stockholders. The final voting results for each matter submitted to a vote of the Company's stockholders at the 2014 Annual Meeting are provided below.

1. Election of three directors:

              NAME                  FOR           WITHHELD        NON-VOTES
              James C. Diggs      83,259,952       3,091,346       9,602,904
              J. Brett Harvey     83,815,989       2,535,309       9,602,904
              Louis J. Thomas     83,430,889       2,920,409       9,602,904

2. Advisory vote to approve the compensation of the Company's named executive officers:

                      FOR        AGAINST    ABSTENTIONS   NON-VOTES
                   83,877,027   2,103,568     395,767     9,602,904

3. Amendments to the Company's Certificate of Incorporation to declassify the Board of Directors:

                      FOR        AGAINST    ABSTENTIONS   NON-VOTES
                   78,990,116   7,073,561     313,041     9,602,904

The Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") provides that the affirmative vote of the holders of at least 75% of the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to amend the portions of the Certificate of Incorporation that were the subject of this proposal. Because the number of votes in favor of this proposal represented approximately 72.8% of the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors, this proposal did not receive the requisite favorable vote of the Company's stockholders. As a result, neither the Certificate of Incorporation nor the Company's Second Amended and Restated Bylaws will be amended to declassify the Company's Board of Directors, and the Company's Board of Directors will continue to be elected to serve three-year terms in accordance with the current terms of the Certificate of Incorporation.

4. Ratification of the selection of Ernst & Young LLP as the Company's independent auditors for 2014:

93,023,402 2,727,933 228,286

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