CARPENTER TECHNOLOGY CORP false 0000017843 0000017843 2024-10-08 2024-10-08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 8, 2024

 

 

CARPENTER TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-5828   23-0458500

(State of or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

I.D. No.)

 

1735 Market Street  
Philadelphia, Pennsylvania   19103
(Address of principal executive offices)   (Zip Code)

(610) 208-2000

Registrant’s telephone number, including area code

 

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or required to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol

  

Name of each exchange

on which registered

Common Stock, $5 Par Value   CRS   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b.2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 8, 2024, the Board of Directors (the “Board”) of Carpenter Technology Corporation (the “Company”) appointed Howard Yu as a member of the Board effective October 9, 2024. Mr. Yu will serve as a Class III director, with a term ending at the Company’s 2025 annual meeting of stockholders or until his successor is duly elected and qualified. He will serve on the Audit/Finance and Science, Technology and Sustainability Committees.

The Board determined that Mr. Hu qualifies as an independent director under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission and the applicable listing standards of the New York Stock Exchange.

Mr. Yu is not party to any arrangements or understandings with any other person pursuant to which he was appointed as a director. Mr. Yu does not have any family relationship with the Company’s executive officers or directors, nor has he engaged in any related party transaction with the Company that would be required to be disclosed pursuant to Item 404 of Regulation S-K.

Mr. Yu is expected to receive compensation for his service on the Board in accordance with the Company’s director compensation program for non-employee directors, which is described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 13, 2024.

On October 10, 2024, the Company issued a press release announcing Mr. Yu’s appointment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

No.

    Description
99.1    Carpenter Technology Corporation Press Release dated October 10, 2024
104    Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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.

 

CARPENTER TECHNOLOGY CORPORATION
By  

/s/ Timothy Lain

  Timothy Lain
  Senior Vice President and Chief Financial Officer

Date: October 10, 2024

Exhibit 99.1

 

LOGO

 

Media Inquiries:      Investor Inquiries:
Heather Beardsley      John Huyette
+1 610-208-2278      +1 610 208-2061
hbeardsley@cartech.com      jhuyette@cartech.com

HOWARD YU JOINS CARPENTER TECHNOLOGY’S BOARD OF DIRECTORS

PHILADELPHIA, October 10, 2024 (GLOBE NEWSWIRE) — Carpenter Technology Corporation (NYSE: CRS) announced today that Howard Yu has been appointed to the Company’s Board of Directors, effective October 9, 2024.

Mr. Yu brings more than 25 years of financial leadership experience in large multinational organizations. Mr. Yu is currently the Executive Vice President, Chief Financial Officer for Ball Corporation, a supplier of innovative, sustainable aluminum packaging solutions for beverage, personal care and household products customers. Prior to his current role, Mr. Yu served as Senior Vice President and Chief Financial Officer for Envista, a publicly traded global company and spin-off of Danaher. Throughout his 22-year Danaher and Envista career, Mr. Yu served as Chief Financial Officer for multiple global divisions in Asia, Europe, and Latin America where he led successful M&A and systems transformations through varied global economic environments to drive shareholder value creation. Prior to joining Danaher, he worked in finance at Hewlett-Packard and as Senior Auditor at Deloitte.

“We welcome Howard to Carpenter Technology’s Board of Directors. We are confident that Howard’s extensive leadership experience, combined with his broad financial acumen, will be a significant benefit to Carpenter Technology as we continue to accelerate our growth and deliver shareholder returns.” said Martin Inglis, Chairman of the Board of Directors.

About Carpenter Technology

Carpenter Technology Corporation is a recognized leader in high-performance specialty alloy materials and process solutions for critical applications in the aerospace and defense, medical, transportation, energy, and industrial and consumer markets. Founded in 1889, Carpenter Technology has evolved to become a pioneer in premium specialty alloys including nickel, cobalt, and titanium and material process capabilities that solve our customers’ current and future material challenges. More information about Carpenter Technology can be found at www.carpentertechnology.com.

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Oct. 08, 2024
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Entity Central Index Key 0000017843
Document Type 8-K
Document Period End Date Oct. 08, 2024
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Entity File Number 1-5828
Entity Tax Identification Number 23-0458500
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Entity Address, City or Town Philadelphia
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19103
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