x

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¨

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(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

x

¨

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

1000 Six PPG Place

Pittsburgh, PA 15222-5479

Dear Stockholders:

I am pleased to invite you to attend Allegheny Technologies Incorporated’s 2016 Annual Meeting of Stockholders. As in prior years, we will consider matters that are important to our company.

Although 2015 was a difficult year in terms of financial performance, we were still able to accomplish strategic goals and advance strategic objectives that are crucial to the long-term growth of ATI. Our Rowley titanium sponge facility achieved premium-grade product and process qualification for jet engine rotating parts. Our Hot-Rolling and Processing Facility is fully integrated into our daily operations and able to serve both of our business segments. Our capital investments in nickel alloy powder and titanium investment castings to support future aerospace market demand are continuing on schedule. These significant capital investments have been a focus of our company for the past several years, and now we are turning our attention to achieving an acceptable return on these investments. In 2015, we also took necessary actions to rightsize our Flat Rolled Products business by idling certain facilities, in order for the whole company to be able to effectively compete in global markets. To do this, ATI must have the most advanced specialty materials technologies, offer innovative products that create value for customers, use unsurpassed manufacturing capabilities, and maintain a competitive cost structure. Our goal is to better position ATI for long-term profitable growth and enhance the opportunities to create value for our stockholders throughout business cycles.

The views of our stockholders are important to us. We conducted extensive stockholder outreach this year and listened to your concerns. For 2016, we completely redesigned our executive compensation program. We believe that, going forward, we will have a more transparent program that continues to emphasize pay for performance. Based on stockholder feedback, the Board is sponsoring a proposal at this Annual Meeting to implement declassification of the Board of Directors. We also redesigned the format of this proxy statement to make it easier for our stockholders to navigate and understand.

These changes and the multitude of executive compensation and corporate governance improvements that ATI has implemented over the past several years, as described in this proxy statement, illustrate that our Board of Directors is responsive to stockholder priorities. We are, and will remain, accountable to you.

All of us at ATI are committed to Creating Value Thru Relentless Innovation^®, and we look forward to 2016 being a better year. Thank you for your continued support.

Sincerely,

RICHARD J. HARSHMAN

Chairman, President and Chief Executive Officer

March         , 2016

Meeting date:

Friday, May 6, 2016

Time:

Place:

The Fairmont Newport Beach Hotel, Sequoia Ballroom

4500 MacArthur Boulevard,

Newport Beach, California 92660

Record date

and Voting:

March 9, 2016

ATI stockholders as of the record date are entitled to vote on the matters presented at the meeting. Each share of common stock of the Company is entitled to one vote for each director nominee and one vote on each other matter presented.

Board’s

recommendation

Page

reference

1. Election of four directors

12

2. Approval of amendments to the Company’s Certificate of Incorporation to declassify the board of directors

31

3. Advisory vote to approve the compensation of our named executive officers

FOR

37

4. Ratification of the selection of Ernst & Young LLP as our independent auditors for 2016

FOR

82

Director

Since

Experience and

Qualifications

Richard J. Harshman

Chairman, President

and Chief Executive Officer

•    Leadership

•    Industry

•    Finance

•    N/A

•    Industry

•    Operations

•    Technical

•    Finance

•    Personnel and Compensation

•    Technology

•    Industry

•    Strategic

•    International

•    Finance

•    Technology

•    Leadership

•    Industry

•    Technical

•    Finance

•    Nominating and Governance

•    Technology (Chair)

PROXY STATEMENT SUMMARY | HIGHLIGHTS

WHAT’S NEW IN OUR PROXY STATEMENT THIS YEAR?

We significantly changed our proxy statement this year in terms of design and presentation. We made these changes for several reasons. First, we want to help stockholders better understand our company’s governance and compensation practices, and specifically the recent actions we have taken in these areas. In addition, we want this proxy statement to be easier for you to read and navigate, so we made a concerted effort to simplify and clarify what we say. We hope that this new proxy statement presentation format will make it easier to review and understand these materials.

2016 Say on Pay Proposal

Why should you vote in favor of our 2016 Say on Pay proposal?

•   We were able to position the Company for future growth and success, despite that 2015 was a difficult year.

•   Our Chief Executive Officer (“CEO”) did not receive an annual incentive award for 2015 even though earned.

•   The earned annual incentive awards for the other named executive officers (“NEOs”) were below target and further reduced by the maximum of 20%.

•   There were no payouts under long-term incentive programs for performance periods ending 2015.

•   We listened to stockholders, redesigned our compensation program for 2016 to simplify it, and reduced total long-term compensation opportunities for the CEO to below the market median, and other NEOs to align with the market median.

•   There are no salary increases in 2016 for the CEO and NEOs.

•   We implemented more rigorous stock ownership guidelines for management.

PROXY STATEMENT SUMMARY | HIGHLIGHTS

Executive Compensation Highlights

WHAT WE DO:

o    Link compensation to ATI performance. Performance drives pay. A significant portion of compensation opportunities for the NEOs is variable, that is, tied to performance. Cash and equity incentive plans are based on the attainment of business plan performance metrics. Payments are made only when the performance targets are achieved.

o    Compensation aligned with stockholder interests. Long-term incentive compensation opportunities for the NEOs are equity-based and tied to business plan performance metrics. New simplified compensation program in effect for 2016 is more aligned with stockholders’ interests.

o    Double trigger change in control agreements.

o    Clawback policy. Clawback arrangements require the return of compensation to the extent that information used to calculate the achievement of earnings or other performance measures is subsequently determined to be materially incorrect.

o    Robust Stock Ownership Guidelines for Directors and Executive Management. In February 2016, stock ownership guidelines for management were updated to include 6X base salary ownership for the CEO and require 100% retention until ownership guidelines are met.

o    Board compensation risk oversight.

o    Balanced compensation program. The compensation program includes complementary but diverse performance goals, a balance of types of compensation, and caps on the amount of compensation that can be awarded.

o    Independent Compensation Consultant of the Personnel and Compensation Committee.

o    162(m) compliant. We intend that payouts under our short- and long-term incentive programs satisfy the requirements of qualified performance-based compensation under Section 162(m) of the Internal Revenue Code.

WHAT WE DON’T DO

X    No employment agreements for executive officers.

X    No excise tax gross-ups in change in control agreements.

X     Executive perquisites. We do not have executive perquisites such as personal air travel and club dues and tax gross-ups.

X    No hedging transactions or pledging of ATI stock by officers and directors. We have always prohibited officers and directors from engaging in hedging or pledging transactions with respect to ATI stock.

X    No repricing of awards. No previously granted awards can be repriced or surrendered in exchange for new awards.

X    No defined benefit plan restoration. The company froze future accruals under the Supplemental Pension Plan and the defined benefit portion of the Benefit Restoration Plan as of December 31, 2014.

PROXY STATEMENT SUMMARY | EXECUTIVE COMPENSATION PROGRAM ACTIONS

Actions Taken In Response to 2015 Say-On-Pay Vote

At our 2015 Annual Meeting, our stockholders expressed a disappointing level of support for our executive compensation program, with only 49% of the votes cast for the approval of our Say-On-Pay proposal. We heard your concerns and have acted in response:

INVESTOR OUTREACH

We significantly strengthened outreach to our stockholders about our executive compensation program and made substantive changes to better align our pay practices with performance. ATI engaged extensively with our stockholders during and after the 2015 proxy season and after the Say on Pay vote, in the summer and fall of 2015, to discuss stockholders’ comments on our executive compensation program and corporate governance practices. In particular, we proactively engaged with our 50 largest stockholders, which represent over 60% of our share ownership. See page 46.

Your comments addressed:

•   Desire for a simplified executive compensation program

•   Removal of the discretionary portion above 100% in our short-term cash incentive plan

•   Greater weight on financial goals in the short-term cash incentive plan

•   Perception that operational goals are discretionary in the short-term cash incentive plan

•   Inclusion of a return on capital metric as part of the long-term equity incentive compensation plan

•   Declassification of the board

We used this opportunity to review the design concepts and features of a new executive compensation program, as more fully described in the Compensation Discussion & Analysis section, including the CD&A summary.

PROXY STATEMENT SUMMARY | EXECUTIVE COMPENSATION PROGRAM ACTIONS

2016 NEW EXECUTIVE COMPENSATION PROGRAM – STRENGTHENING PAY FOR PERFORMANCE

As an outgrowth to the company’s transformation and significant strategic investments over the past several years, and as result of prior say on pay votes, including the 2015 results, we overhauled our executive compensation program and took a “clean sheet” approach to its re-design. ATI engaged external compensation consultants and advisors to provide research and review peer company practices and the practices of other manufacturing companies. We also considered the business challenges and goals, and motivation and retention issues that we face. In the fall of 2015, we also reached out to our largest stockholders to solicit their feedback on a tentative program design. As a result of this extensive process, we developed a new executive compensation program that is more aligned with stockholders’ interests, easier to understand, retentive, and focused on ATI’s business objectives.

Redesigned our short-term incentive program (annual cash performance-based incentives)

•    Changed our financial measures to put more emphasis on total ATI results through income/income-related and cash flow measures.

•    Changed the weighting of the financial portion to 90% for the CEO and Executive Council members.

•    Program prohibits positive discretion to increase award amounts.

Redesigned our long-term incentive program (3-year equity performance-based incentives)

•    Re-aligned our long-term incentives to match our business strategies, with 70% weighting on performance shares for the CEO and Executive Council and top leaders.

•    Long-term incentive financial performance metrics, with a focus on: ROIC (return on invested capital) and net income.

•    Maintained total stockholder return performance relative to a peer group of companies as a modifier to ROIC and net income performance.

•    No dividends are earned on restricted stock units.

Simplified our Executive Compensation Program

•    Long-term equity performance-based incentive program has been reduced from its current format of three plans with multiple metrics and features.

•    There are no separate programs for the CEO and Executive Council members.

•    The new executive compensation program is more transparent and easier to understand.

Competitive and Market-Based

•    Decreased the 2016 long-term incentive opportunities for the CEO and all Executive Council members to reflect a target at the market median based on position. This resulted in decreases from 20% to 33% as a percentage of base salary. Specifically, the CEO’s LTI was reduced from 400% of base salary to 320%.

•    Contemporary design that aligns with other mid-sized and large manufacturing companies.

These changes are effective for awards beginning in 2016. Please read the “Executive Compensation” section in this proxy statement to learn more.

BOARD DECLASSIFICATION

The Board of Directors is sponsoring and recommending a proposal to the stockholders at the 2016 annual meeting to amend ATI’s charter to implement declassification of the board. After a similar declassification proposal nearly passed with stockholder approval in 2014, the Board further considered this topic. As part of our stockholder engagement in 2015, ATI received positive feedback and support from its stockholders with respect to board declassification.

PROXY STATEMENT SUMMARY | 2015 BUSINESS PERFORMANCE

PROXY STATEMENT SUMMARY | PAY FOR PERFORMANCE

In 2015, our CEO, Rich Harshman, was paid only his base salary. No amounts were earned under the long-term incentive plans in effect for the 2013-2015 performance period. In addition, the Personnel and Compensation Committee determined that our CEO should forego his earned AIP (annual cash incentive) in 2015 due to overall company performance.

The other NEOs earned cash awards under the 2015 Annual Incentive Plan, however, the Committee reduced their respective AIP payouts by the 20% maximum to reflect ATI’s overall performance.

PROXY STATEMENT SUMMARY | TOTAL REALIZED COMPENSATION

2014 Total Realized

Compensation

2015 Total Realized

Compensation

Harshman

DeCourcy

Dalton

Sims

Kramer

Total Compensation as determined by SEC rules and set forth in the “Total” column of the Summary Compensation Table

the aggregate grant date fair value of equity awards (as reflected in the Stock Awards column of the 2015 Summary Compensation Table)

any vested but unpaid amounts for the KEPP performance period 2013-2015 (as reflected in the Non-Equity Incentive Plan Compensation column of the 2015 Summary Compensation Table), which amount is zero for all participants

the year-over-year change in pension value and non-qualified deferred compensation (as reflected in the Change in Pension Value and Non-Qualified Deferred Compensation Earnings column of the 2015 Summary Compensation Table)

if any, the value realized in 2015 from shares awarded under the 2013-2015 TSRP and PRSP; which amount is zero for all participants, as no shares vested under those plans for 2013- 2015 (as reflected in the Options Exercised and Stock Vested Table)

ITEM 1 – ELECTION OF DIRECTORS | OUR DIRECTOR NOMINATION PROCESS

Director Criteria For Nominees

Director candidates are generally selected on the basis of the following criteria:

•   their business or professional experience,

•   recognized achievement in their respective fields,

•   integrity and judgment,

•   ability to devote sufficient time to the affairs of the Company,

•   the diversity of their backgrounds,

•   ability to represent the interests of all stockholders,

•   the skills and experience that their membership adds to the overall competencies of the Board, and

•   the current needs of the Company.

ITEM 1 – ELECTION OF DIRECTORS | OUR DIRECTOR NOMINATION PROCESS

Carolyn Corvi

Diane C. Creel

James C. Diggs

Richard J. Harshman

J. Brett Harvey

Barbara S. Jeremiah

David J. Morehouse

John R. Pipski

James E. Rohr

Louis J. Thomas

John D. Turner

ITEM 1 – ELECTION OF DIRECTORS |  2016 DIRECTOR NOMINEES

Director since 2011

Age 59

Mr. Harshman became Chairman, President and Chief Executive Officer in May 2011. He was President and Chief Operating Officer from 2010 until May 2011. Prior to that, he served as Executive Vice President, Finance and Chief Financial Officer from 2003 to 2010. Mr. Harshman joined the Company in 1978 and served in several financial management roles for the Company.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Harshman’s qualifications include his experience in senior leadership positions, his intimate knowledge of the industry and ATI’s business given his tenure with the Company, and his financial expertise. Furthermore, the Board believes that Mr. Harshman’s current position as Chairman, President and Chief Executive Officer provides a unified vision for ATI.

CURRENT DIRECTORSHIPS:

•    Ameren Corporation

Director since 2012

Age 64

Upon her retirement in 2008, Ms. Corvi concluded a 34-year career with The Boeing Company, a diversified aerospace company, where she most recently served as Vice President, General Manager of Airplane Programs, Boeing Commercial Airplanes, a position she held from 2005 until her retirement.

Ms. Corvi is a member of the Finance Committee, the Personnel and Compensation Committee, and the Technology Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Ms. Corvi’s qualifications include her extensive experience in the aerospace industry (ATI’s largest end market) and her knowledge of and experience in manufacturing.

CURRENT DIRECTORSHIPS:

•    Hyster-Yale Materials Handling, Inc. and United Continental Holdings, Inc.

PAST DIRECTORSHIPS:

•    Goodrich Corporation and Continental Airlines, Inc.

Director since 2008

Age 64

Prior to her retirement in 2009, Ms. Jeremiah served as Executive Vice President of Alcoa, Inc., a leading aluminum producer, from 2002 until 2008, when she also assumed the position of Chairman’s Counsel.

Ms. Jeremiah currently serves on the Finance Committee and the Technology Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Ms. Jeremiah’s qualifications include her strong background in the metals industry and significant strategic development and international experience.

PAST DIRECTORSHIPS:

•    Boart Longyear Limited (Chair of its Board of Directors from 2013 to 2015), EQT Corporation, and First Niagara Financial Group, Inc.

ITEM 1 – ELECTION OF DIRECTORS |  2016 DIRECTOR NOMINEES

Director since 2004

Age 70

Mr. Turner served as Chairman and Chief Executive Officer of Copperweld Corporation, a manufacturer of tubular and bimetallic wire products, from 2001 until his retirement in 2003.

Mr. Turner serves as the Chair of the Technology Committee and is a member of the Finance Committee and the Nominating and Governance Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Turner’s qualifications include his experience in executive oversight and senior leadership positions, background in the manufacturing sector, and familiarity with industrial and technical matters.

CURRENT DIRECTORSHIPS:

•    Matthews International Corporation (Chairman since 2010)

Director since 2001

Age 67

Prior to his retirement in 2010, Mr. Diggs was Senior Vice President and General Counsel of PPG Industries, Inc., a producer of coatings, glass and chemicals, since 1997. He held the position of Secretary from 2004 to 2009.

Mr. Diggs is Chair of the Finance Committee and also serves on the Audit Committee and the Nominating and Governance Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Diggs’s qualifications include his experience with industry and legal matters, his senior leadership at a global public company, and his experience with domestic and international operations.

CURRENT DIRECTORSHIPS:

•    Brandywine Realty Trust

Director since 2007

Age 65

Mr. Harvey is Chairman of CONSOL Energy Inc., a leading diversified energy company in the United States, a position he has held since 2010. He was Executive Chairman from May 2014 to January 2015. Mr. Harvey announced that he will retire from his position as Chairman effective immediately upon the conclusion of the annual meeting of the stockholders of CONSOL Energy Inc. scheduled to occur in May 2016. Mr. Harvey was Chief Executive Officer of CONSOL Energy Inc. from 1998 until May 2014. He also served as President from 1998 until 2011. Mr. Harvey was Chief Executive Officer of CNX Gas Corporation, a subsidiary of CONSOL Energy, Inc., from 2009 to 2010.

Mr. Harvey currently serves on the Nominating and Governance Committee and the Personnel and Compensation Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Harvey’s qualifications include his significant oversight experience from serving as chief executive officer of public companies, his industry experience in the oil and gas market (a large end market for ATI), and his operational expertise.

CURRENT DIRECTORSHIPS:

•    CONSOL Energy Inc. and Barrick Gold Corporation

PAST DIRECTORSHIPS:

•    CNX Gas Corporation (Chairman from 2009 to 2010)

ITEM 1 – ELECTION OF DIRECTORS | CONTINUING DIRECTORS

New Director in 2015

Age 55

Mr. Morehouse is Chief Executive Officer and President of Pittsburgh Penguins LLC, which owns and operates the Pittsburgh Penguins National Hockey League team. He was named President of the Pittsburgh Penguins in 2007 and has also served as Chief Executive Officer since 2010. He joined the Pittsburgh Penguins in 2004 as a consultant for special projects, including the team’s new arena.

Mr. Morehouse is a member of the Audit Committee and the Technology Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Morehouse’s qualifications include his leadership, strategic planning and development, operations, branding and marketing, and government experience.

Director since 2004

Age 73

Mr. Thomas served as Director, District 4, United Steelworkers of America for the Northeastern United States and Puerto Rico, prior to his retirement in 2004.

Mr. Thomas is a member of the Audit Committee and Technology Committee. The United Steelworkers (“USW”) initially proposed the nomination of Mr. Thomas in connection with the 2004 labor negotiations with Allegheny Ludlum, an ATI company. At that time, the Company agreed that the International President of the USW can propose to the Company’s Chairman a nominee for director.

SKILLS AND QUALIFICATIONS:

The USW nominee is to be a prominent individual with experience in public service, labor, education or business who meets the qualifications review required of all Company directors. Upon recommendation by the Nominating and Governance Committee and election to the Board by the stockholders, the USW nominee is expected to serve for a term as would any other director. The Board believes that Mr. Thomas’s qualifications include his broad experience with labor relations and the industrial and technical matters affecting our business.

Director since 1996

Age 67

Lead Independent

Director

Prior to her retirement in 2008, Ms. Creel served as Chairman, Chief Executive Officer and President of Ecovation, Inc., a subsidiary of Ecolab Inc. and a waste stream technology company using patented technologies, beginning in 2003. Ecovation, Inc. became a subsidiary of Ecolab Inc. in 2008. Previously, Ms. Creel served as Chief Executive Officer and President of Earth Tech, an international consulting engineering firm, from 1992 to 2003.

Ms. Creel has served as Lead Independent Director since the position was established in 2011. Ms. Creel is Chair of the Nominating and Governance Committee and a member of the Personnel and Compensation Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Ms. Creel’s qualifications include her experience as a chief executive officer of various companies and her entrepreneurial, management and technical experience.

CURRENT DIRECTORSHIPS:

•    Timken Steel Corporation and Enpro Industries, Inc.

PAST DIRECTORSHIPS:

•    URS Corporation and Goodrich Corporation

ITEM 1 – ELECTION OF DIRECTORS | CONTINUING DIRECTORS

Director since 2011

Age 68

Audit Committee

Financial Expert

Mr. Pipski was a tax partner of Ernst & Young LLP, a public accounting firm, until his retirement in 2001. Thereafter, he provided business advisory and financial and tax accounting services through his own firm until 2013.

Mr. Pipski is Chair of the Audit Committee and a member of the Finance Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Pipski’s qualifications include his expertise in financial and tax accounting for public companies, including those in the metals and mining industries, and his general business experience.

PAST DIRECTORSHIPS:

•    CNX Gas Corporation (Chairman of its Audit Committee)

Director since 1996

Age 67

Mr. Rohr served as Executive Chairman of The PNC Financial Services Group, Inc., a diversified financial services organization, from May 2013 until his retirement in April 2014; previously, he was Chairman from 2001 until April 2013 and Chief Executive Officer from 2000 until April 2013. He served as President of The PNC Financial Services Group from 1990 to 2002.

Mr. Rohr is Chair of the Personnel and Compensation Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Rohr’s qualifications include his significant leadership and management experience from his years of serving as a chief executive officer of a large, publicly traded company and his expertise in capital markets and financial matters.

CURRENT DIRECTORSHIPS:

•    EQT Corporation, Marathon Petroleum Corporation and General Electric Company

PAST DIRECTORSHIPS:

•    The PNC Financial Services Group, Inc., and BlackRock Inc.

Corporate Governance Information on our Website

The following governance documents are available on our website www.atimetals.com, at “About ATI – Corporate Governance”.

•   Corporate Governance Guidelines

•   Corporate Guidelines for Business Conduct and Ethics (including Financial Code of Ethics)

•   Board Committee Charters

•   Certificate of Incorporation and Bylaws

Paper copies can be obtained by writing to the Corporate Secretary, Allegheny Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, PA 15222-5479.

OUR CORPORATE GOVERNANCE | ATI CORPORATE GOVERNANCE AT A GLANCE

•   10 of our 11 directors are independent.

•   Our CEO is the only management director.

•   Currently the board has fixed the number of directors at 11.

•   We regularly assess our board performance and can adjust the number of directors according to our needs.

•   As shown under Item 1 – Election of Directors, our Board has a diverse mix of skills, experience and background.

•   Majority Voting/Director Resignation Policy. Our director resignation policy provides that any nominee for director in an uncontested election who receives a greater number of votes “withheld” than votes “for” such nominee’s election shall promptly tender his or her resignation to the Board for the Board’s consideration.

•   Board Declassification Proposal: The Board recommends that the stockholders support the proposal to amend the Company’s Certificate of Incorporation to declassify the board and provide annual elections of directors. For more information, see Item 2.

•   Engagement with Stockholders: We actively reach out to our stockholders through our engagement program and communicate with them on important compensation and governance issues. Also, stockholders can contact our board, lead director or management by email or regular mail.

•   We have five board committees – Audit, Finance, Nominating and Governance, Personnel and Compensation, and Technology.

•   All of the Board committees of the Board of Directors are composed entirely of independent directors, and each has a written charter that is reviewed and reassessed annually and is posted on our website.

•   Diane C. Creel serves as the Lead Independent Director. We encourage open communication and strong working relationships among the lead director, chairman and other directors.

•   Independent directors meet in regularly scheduled executive sessions, led by the Lead Independent Director, without the presence of management.

•   Stockholders can communicate with the independent directors through the Lead Independent Director.

•   Our full board is responsible for risk oversight, and has designated committees to have particular oversight of certain key risks. Our board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks.

Planning

•   The board actively monitors our management succession plans and receives regular updates on employee engagement, diversity and retention matters.

•   At least annually, the board reviews senior management succession and development plans.

Committee
Self-evaluation

•   We have an annual self-evaluation process for the Board.

•   We have an annual self-evaluation process for each standing Committee of the Board.

•   Each director is required to own at least 10,000 shares of our common stock.

•   Effective for 2016, executives are required to own ATI common stock with a value equivalent to:

•   CEO: 6 times base salary;

•   Executive Vice Presidents and the Chief Financial Officer: 3 times base salary; and

•   Senior Vice Presidents: 2 times base salary.

•   Our Corporate Guidelines for Business Conduct and Ethics, as well as the company’s attention to environmental, social and governance issues, are disclosed on our website.

•   The Company has an active ethics and compliance program, which includes regular employee training.

OUR CORPORATE GOVERNANCE | CORPORATE GOVERNANCE GUIDELINES

Corporate Responsibility

At ATI, we recognize the importance of being a good corporate citizen. We encourage integrity from the boardroom to the work floor, and continually review and refine our efforts to enrich our communities, improve employee health and safety, and lessen our environmental impact. Building the World’s Best Specialty Materials & Components Company^TM requires nothing less than the highest standards of ethical business conduct and corporate responsibility.

OUR CORPORATE GOVERNANCE | INVESTOR OUTREACH AND STOCKHOLDER ENGAGEMENT

OUR CORPORATE GOVERNANCE | BOARD INFORMATION

Richard J. Harshman

(Chairman, President and CEO)

OUR CORPORATE GOVERNANCE | BOARD INFORMATION

Lead Independent Director

Ms. Creel, one of our independent directors, was elected to serve as the Company’s Lead Independent Director. The Lead Independent Director is the principal liaison between the independent directors and the Chairman on Board-wide issues.

Responsibilities:

•    Authority to preside at meetings of the Board in the absence of the Chairman, including executive sessions of the independent directors;

•    Ability to call meetings of the independent directors when necessary and appropriate;

•    Communication with, and appropriately facilitating communication among, independent directors between meetings, when appropriate;

•    Advising the Chairman regarding schedules, agendas and the quantity, quality and timeliness of information for Board and Committee meetings;

•    Serving as a contact for stockholders wishing to communicate with the Board other than through the Chairman, when appropriate, and communicating with other external constituencies, as needed; and

•    Advising and consulting with the Chairman on matters related to corporate governance and Board performance; and generally serving as a resource for, and counsel to, the Chairman.

OUR CORPORATE GOVERNANCE | BOARD INFORMATION

Nominating

    and Governance    

Personnel and

    Compensation    

C. Corvi

D. C. Creel⁽²⁾

J. C. Diggs

J. B. Harvey

B. S. Jeremiah

D. J. Morehouse

J. R. Pipski

J. E. Rohr

L. J. Thomas

J. D. Turner

Number of Meetings held in 2015

OUR CORPORATE GOVERNANCE | BOARD INFORMATION

Chair:

John R. Pipski

Financial Expert*

Members:

James C. Diggs

David J. Morehouse

Louis J. Thomas

*  Mr. Pipski meets the SEC criteria as an “audit committee financial expert” and meets the NYSE standard of having accounting or related financial management expertise.

Assists the Board in its oversight of the integrity of the company’s financial statements, compliance with legal and regulatory requirements, the qualifications and independence of the Company’s independent auditors, and the performance of the Company’s internal audit function and independent auditors.

•    Has authority and responsibility for the appointment, retention, compensation and oversight of ATI’s independent auditors, including pre-approval of all audit and non-audit services to be performed by the independent auditors. Both the independent auditors and the internal auditors have full access to the Committee and meet on a routine basis without management being present.

•    Responsible for review of the Company’s major financial risk exposures and mitigating actions and for reviewing, approving and ratifying any related party transaction.

Chair:

James C. Diggs

Members:

Carolyn Corvi

Barbara S. Jeremiah

John R. Pipski

John D. Turner

Primarily responsible for making recommendations and providing guidance to the Board regarding major financial policies and actions of the Company.

•    Reviews and evaluates the company’s debt and equity structure, dividends, authorized capital stock, and credit agreements.

•    Serves as named fiduciary of the employee benefit plans maintained by the Company, which includes (i) appointment, evaluation, and removal of employee benefit plan trustees and investment managers, (ii) establishment of funding methods and policies, (iii) review of funded status and investment policies and practices, and (iv) appointment of plan administrators.

Chair:

Diane C. Creel

Members:

James C. Diggs

J. Brett Harvey

John D. Turner

Responsible for overseeing corporate governance matters. This includes,

•    Overseeing the annual evaluation of the Company’s Board and its committees.

•    Recommending to the Board individuals to be nominated as directors; this process includes evaluation of new candidates as well as an individual evaluation of current directors who are being considered for re-election.

•    Making recommendations to the Board concerning committee membership and Board composition.

•    Administering ATI’s director compensation program.

OUR CORPORATE GOVERNANCE | BOARD INFORMATION

Personnel and Compensation Committee

Chair:

James E. Rohr

Members:

Carolyn Corvi

Diane C. Creel

J. Brett Harvey

Each member of the Personnel and Compensation Committee is a “non-employee director” of the Company as defined under Rule 16b-3 of the Securities Exchange Act of 1934, and each member is also an “outside director” for the purposes of the corporate compensation provisions contained in Section 162(m) of the Internal Revenue Code.

Primarily responsible for establishing and annually reassessing the executive compensation program and the Company’s philosophy on executive compensation.

•    Reviews, with outside compensation and legal advisors, the compensation policies and practices at peer companies.

•    Oversees CEO and other executive officer compensation.

•    Reviews and approves corporate goals and objectives relevant to CEO and other executive officer compensation, evaluates the CEO’s performance in light of those goals and objectives, and determines and approves the CEO’s compensation level (either as a Committee or together with the other independent directors) based on this evaluation.

•    Reviews and approves non-CEO executive officer compensation, and makes recommendations to the Board regarding incentive compensation plans and equity-based plans that require Board approval.

•    For other executives, the Committee reviews and approves recommendations from management within plan parameters. However, the Committee may not delegate any authority under those plans for matters affecting the compensation and benefits of the executive officers.

The Personnel and Compensation Committee has the sole authority to retain, approve fees and other terms for, and terminate any compensation consultant used to assist the committee in the evaluation of the CEO or other executive compensation. The Committee may also obtain advice and assistance from internal or external legal, accounting or other advisors.

•    The Committee has retained an independent compensation consultant, Pay Governance, LLC.

•    The Committee also utilizes external legal advisors and assesses the independence of its advisors.

Please see the “Executive Compensation – Compensation Discussion and Analysis” section of this proxy statement for more discussion about the Committee’s role in executive officer compensation.

Administers ATI’s incentive compensation plans.

Monitors and encourages the development of intellectual capital.

Reviews management succession planning and makes recommendations to the Board concerning executive management organization matters generally.

OUR CORPORATE GOVERNANCE | BOARD INFORMATION

Chair:

John D. Turner

Members:

Carolyn Corvi

Barbara S. Jeremiah

David J. Morehouse

Louis J. Thomas

Primarily responsible for reviewing changing technologies and evaluating how they affect ATI and its technical capabilities and competitive position.

•    Considers the impact of technologies on the well-being of the Company.

•    Assesses ATI’s technical capabilities in relation to corporate strategies and plans.

•    Make recommendations to the Board concerning priorities, asset deployment, and other matters relating to the Company’s technical activities.

Board/Committee Primary Areas of Risk Oversight

Full

Board

Audit

Committee

Finance Committee

Nominating and Governance

Personnel and Compensation

Technology Committee

Strategic and business risks, such as those relating to our products, markets, and capital investments, are overseen by the entire Board.

•   Strategic, financial, operational and execution risk associated with the annual and long-term business plans, including capital investments, asset allocation, acquisitions or divestitures, regulatory and environmental compliance.

•   External risks associated with cybersecurity and other major safety and security matters, supply chain, and global markets.

The Audit Committee and the Finance Committee oversee management of market and operational risks that could have a financial impact, such as those relating to internal controls, liquidity or raw material availability.

•   Risks associated with financial matters, particularly financial reporting, taxes, accounting, disclosure and internal control.

•   Risks associated with legal matters and the ethics compliance program.

The Audit Committee and the Finance Committee oversee management of market and operational risks that could have a financial impact, such as those relating to internal controls, liquidity or raw material availability.

•   Risks associated with liquidity, financial markets, pension plans (including investment performance, asset allocation and funded status), currency and interest rate exposures, and insurance strategies.

Committee

Manages the risks associated with governance issues, such as the independence of the Board. The Committee also periodically evaluates whether the identified risks are assigned to the appropriate Board committee (or to the Board) for oversight.

•   Risks associated with Board effectiveness and organization, corporate governance matters, director compensation, and director succession planning.

Committee

Manages the risks associated with personnel and compensation issues, such as the Company’s executive compensation plans and practices.

•   Risks associated with employee relations, benefit plans, management development and training, and executive compensation matters.

•   In conjunction with the Board, risks associated key executive succession.

Manages the risks associated with changing technologies and their impact on ATI’s technical capabilities and competitive position.

•   Risks associated with technology development, changes and disruption, product development, and competitor changes.

OUR CORPORATE GOVERNANCE | BOARD INFORMATION

PROCESS FOR COMMUNICATING WITH DIRECTORS

We maintain a process for stockholders and interested parties to communicate with the Board of Directors, the Lead Independent Director, or any individual director. ATI stockholders or interested parties who want to communicate with the Board, the Lead Independent Director, or any individual director can write to:

Lead Independent Director

c/o Corporate Secretary

Allegheny Technologies Incorporated

1000 Six PPG Place

Pittsburgh, PA 15222-5479

or call 1-877-787-9761 (toll free).

Your letter or message should indicate whether you are an ATI stockholder.

Depending on the subject matter, the Lead Independent Director and/or the Corporate Secretary will:

•   forward the communication to the director or directors to whom it is addressed;

•   attempt to handle the inquiry directly when, for example, it is a request for information about the Company or it is a stock-related matter; or

•   not forward the communication if it is primarily commercial in nature or it relates to an improper or irrelevant topic.

At each Board meeting, the Corporate Secretary presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the directors on request.

OUR CORPORATE GOVERNANCE | DIRECTOR COMPENSATION

Annual Retainer

$225,000

– $125,000 Cash

– $100,000 Restricted Stock Value

Lead Director Annual Retainer

Committee Chair Retainers

Audit and Personnel and Compensation Committees $15,000

Finance, Nominating and Governance and Technology Committees $10,000

Board service travel expenses are also paid by the company

Fees Earned
Or Paid

In Cash

($)⁽²⁾

Stock

Awards

($)⁽³⁾

All Other

Compensation

($)⁽⁴⁾

Total

($)

C. Corvi

D. C. Creel

J. C. Diggs

J. B. Harvey

B. S. Jeremiah

D. J. Morehouse

J. R. Pipski

J. E. Rohr

L. J. Thomas

J. D. Turner

ITEM 2 — APPROVAL OF AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS |  PROPOSED DECLASSIFICATION AMENDMENT

ITEM 2 — APPROVAL OF AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS |  RECOMMENDATION

STOCK OWNERSHIP INFORMATION | STOCK OWNERSHIP OF FIVE PERCENT OWNERS

Amount and Nature of

Beneficial Ownership

Percentage

Of Class⁽¹⁾

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

The Vanguard Group

100 Vanguard Boulevard

Malvern, PA 19355

Franklin Resources, Inc.

One Franklin Parkway

San Mateo, CA 94403

Sasco Capital, Incorporated

10 Sasco Hill Road

Fairfield, CT 06824

Platinum Investment Management Limited

Level 8, 7 Macquarie Place

Sydney NSW 2000, Australia

STOCK OWNERSHIP INFORMATION | STOCK OWNERSHIP OF DIRECTORS, BOARD NOMINEES AND EXECUTIVE MANAGEMENT

Amount and Nature of

Beneficial Ownership⁽¹⁾

Percentage

Of Class

Carolyn Corvi

Diane C. Creel

Hunter R. Dalton

Patrick J. DeCourcy

James C. Diggs

Richard J. Harshman

J. Brett Harvey

Barbara S. Jeremiah

Kevin B. Kramer

David J. Morehouse

John R. Pipski

James E. Rohr

John D. Sims

Louis J. Thomas

John D. Turner

All directors, nominees, named executive officers and other statutory insiders as a group (19 persons)

STOCK OWNERSHIP INFORMATION | MEMBERS OF ATI’S MANAGEMENT EXECUTIVE COUNCIL

Richard J. Harshman, 59

Chairman, President and Chief

Executive Office since 2011

Patrick J. DeCourcy, 53

Senior Vice President, Finance and Chief Financial Officer since December 2013

Hunter R. Dalton, 61

Executive Vice President, Strategic Growth Initiatives since August 2015

John D. Sims, 56

Executive Vice President, High Performance Materials and Components Segment since August 2015

Robert S. Wetherbee, 56

Executive Vice President, Flat Rolled Products since January 2015

Elliot S. Davis, 54

Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary since May 2011

Kevin B. Kramer, 56

Senior Vice President, Chief Commercial and Marketing Officer upon joining ATI in February 2014

Elizabeth C. Powers, 56

Senior Vice President, Chief Human Resources Officer upon joining ATI in November 2014

How We Use Executive Compensation to Create Long-Term Stockholder Value

The Committee continually reviews the compensation program for our NEOs to ensure that it achieves the desired goal of offering total compensation consisting of base salary competitive with an identified peer group of companies and incentive opportunities that are performance-oriented and linked to the interests of stockholders.

When casting your Say on Pay vote, we urge you to consider:

Linking compensation to ATI performance.

•   Approximately 84% of the CEO’s 2015 compensation opportunities are tied to performance and are “at risk”. Performance drives pay.

•   Short-term cash incentive and long-term equity incentive plans are based on the attainment of business plan performance metrics such as net income, cash flow, return on capital, strategic goals, and total stockholder return relative to a peer group.

•   Payments are made only when the performance targets are achieved.

Aligning compensation to stockholder interests.

•   All of the long-term incentive compensation opportunities for the NEOs are equity-based.

•   The business plan performance metrics are aimed to achieve sustained profitable growth.

•   In February 2016, we revised our stock ownership guidelines for senior executives to denote ownership as a multiple of base salary, requiring 6X ownership for our CEO. The revised guidelines require 100% retention until ownership guidelines are met.

ITEM 3 — ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

For 2016, we redesigned the executive compensation program.

•   We aligned our long-term incentives to match our business strategies, with greater weighting on financial performance.

•   We simplified the program by reducing the number of plans and components within the plans to make them more transparent and easier to understand.

•   We reduced the total compensation opportunities for the CEO and other NEOs to align with the market median.