UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 15, 2006
Allegheny Technologies Incorporated
 
(Exact name of registrant as specified in its charter)
         
Delaware   1-12001   25-1792394
 
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
     
1000 Six PPG Place, Pittsburgh, Pennsylvania   15222-5479
 
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (412) 394-2800
N/A
(Former name or former address, if changed since last report).
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01. Entry Into A Material Definitive Agreement
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1

Item 1.01. Entry Into A Material Definitive Agreement.
On December 15, 2006, the board of directors of Allegheny Technologies Incorporated (the “Company”) determined that, beginning in 2007, (1) the annual retainer payable to non-employee members of the board of directors for services they render to the Company will include a cash payment of $60,000 and, subject to the approval by the stockholders of a stock-based plan at the 2007 Annual Meeting of Stockholders, $75,000 of restricted stock; and (2) the annual cash retainer fee payable to non-employee members of the board of directors for their service as chairs of committees of the board of directors is $10,000. A summary of the Non-Employee Director Compensation Program is set forth in Exhibit 99.1.
The amounts payable were approved by the board of directors but are not set forth in any written agreements between the non-employee directors and the Company.
Item 9.01. Financial Statements and Exhibits
     (d) Exhibits
    Exhibit 99.1     Summary of Non-Employee Director Compensation Program, effective January 1, 2007

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.
         
  ALLEGHENY TECHNOLOGIES INCORPORATED
  		 
  By:   /s/ Jon D. Walton    
    Jon D. Walton   
    Executive Vice President, Human Resources,
Chief Legal and Compliance Officer  		 
 
Dated: December 20, 2006

 

EXHIBIT INDEX
    Exhibit 99.1     Summary of Non-Employee Director Compensation Program, effective January 1, 2007

 

Exhibit 99.1
Non-Employee Director
Compensation Program
Effective January 1, 2007
             
Annual Retainer        
•
  Cash   •   $60,000
•
  Stock   •   $75,000 in restricted stock, subject to approval by the stockholders of a stock plan at the 2007 Annual Meeting of Stockholders
 
Meeting Fee   •   $1,500 per meeting day
 
Committee Meeting Fee   •   $1,000
 
      •   Also pay for ATI orientation or training of committee member outside of meeting
 
Chair Retainer Fee       $10,000
 
Stock Ownership Guidelines   •   Directors are expected to own shares of ATI Common Stock having a market value of at least two times the annual retainer amount by December 31, 2009 or within five years of first becoming a director, whichever occurs first, and at least three times the annual retainer amount within a reasonable time thereafter.