UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2025 (
(Exact name of registrant as specified in its charter)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) On May 15, 2025, the Board of Directors of ATI Inc. (the “Company”) adopted an amendment and restatement of the Company’s bylaws, in order to, among other things, update the Company’s existing advance notice requirements to reflect the U.S. Securities and Exchange Commission’s adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and to include related technical and conforming changes. The foregoing does not purport to be a complete summary and is qualified in its entirety by reference to the Company’s Fifth Amended and Restated Bylaws, as adopted on May 15, 2025, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 16, 2025. As disclosed in the Company’s proxy materials for the Annual Meeting, the following proposals were considered and voted upon at the Annual Meeting: (1) the election of three directors for three-year terms expiring in 2028; (2) an advisory vote regarding the compensation paid to the Company’s named executive officers in 2024; and (3) ratification of the appointment of Ernst & Young LLP as independent auditors for the Company’s 2025 fiscal year. Voting results for each such matter are provided below.
| 1. | Election of three Directors: |
| NAME |
FOR | WITHHELD | BROKER NON-VOTES |
|||||||||
| Leroy M. Ball |
122,416,646 | 3,205,107 | 6,614,216 | |||||||||
| Carolyn Corvi |
108,863,852 | 16,757,901 | 6,614,216 | |||||||||
| Robert S. Wetherbee |
122,020,715 | 3,601,038 | 6,614,216 | |||||||||
| 2. | Advisory vote regarding the 2024 compensation of the Company’s named executive officers: |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 124,121,937 | 1,386,178 | 113,637 | 6,614,216 |
| 3. | Ratification of the selection of Ernst & Young LLP as the Company’s independent auditors for 2025: |
| FOR |
AGAINST |
ABSTAIN | ||
| 129,495,559 | 2,670,442 | 69,967 |
| Item 9.01 | Exhibits. |
| (d) | Exhibit 3.1 | Fifth Amended and Restated Bylaws | ||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATI Inc. | ||
| By: | /s/ Vaishali S. Bhatia | |
| Vaishali S. Bhatia | ||
| Senior Vice President, General Counsel and Chief Compliance Officer | ||
Dated: May 21, 2025