CARPENTER TECHNOLOGY CORP false 0000017843 0000017843 2025-02-20 2025-02-20

 

 

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): February 20, 2025

 

 

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 February 20, 2025, the Board of Directors (the “Board”) of Carpenter Technology Corporation (the “Company”) appointed Julie A. Beck as a member of the Board effective immediately. Ms. Beck will serve as a Class II director, with a term ending at the Company’s 2027 annual meeting of stockholders or until her successor is duly elected and qualified. She will serve on the Corporate Governance, Human Capital Management, and Strategy Committees.

The Board determined that Ms. Beck 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.

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

Ms. Beck is expected to receive compensation for her 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 February 21, 2025, the Company issued a press release announcing Ms. Beck’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 February 21, 2025
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: February 24, 2025

Exhibit 99.1

 

LOGO

NEWS RELEASE

Julie A. Beck Joins Carpenter Technology’s Board of Directors

2025-02-21

PHILADELPHIA, Feb. 21, 2025 (GLOBE NEWSWIRE) — Carpenter Technology Corporation (NYSE: CRS) announced today that Julie A. Beck has been appointed to the Company’s Board of Directors, effective February 20, 2025. The Board of Directors now consists of 12 members, 11 of whom are independent directors.

Ms. Beck brings extensive experience in leading finance organizations at major manufacturing companies over the last three decades. Ms. Beck was most recently the Senior Vice President, Chief Financial Officer for Terex Corporation, a global manufacturer of materials processing machinery and aerial work platforms. Prior to her most recent role, Ms. Beck served as Senior Vice President and Chief Financial Officer for NOVA Chemicals. Prior to that, Ms. Beck served as Global Vice President of Supply Chain, Operational Excellence, and Quality for Joy Global, Inc, where she also held the role of Chief Financial Officer for the Joy Mining Machinery subsidiary. Previously, Ms. Beck served in various positions, including Chief Financial Officer, at both the Journal Register Company and Norwood Promotional Products, Inc. Ms. Beck started her career with Deloitte. Ms. Beck also has significant Board experience as she has served on the Audit Committee for several public companies and nonprofit boards in the past.

“We welcome Julie to Carpenter Technology’s Board of Directors. We are confident that her considerable experience in manufacturing, combined with her financial acumen, will be a significant benefit to Carpenter Technology as we continue on our growth journey and deliver shareholder returns,” said Martin Inglis, Chairman of the Board of Directors.

 

1

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, and other 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.

 

 

 

Media Inquiries:

Heather Beardsley

+1 610-208-2278

hbeardsley@cartech.com

      

Investor Inquiries:

John Huyette

+1 610 208-2061

jhuyette@cartech.com

Source: Carpenter Technology Corporation

 

2

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Feb. 20, 2025
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Entity Central Index Key 0000017843
Document Type 8-K
Document Period End Date Feb. 20, 2025
Entity Incorporation State Country Code DE
Entity File Number 1-5828
Entity Tax Identification Number 23-0458500
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Entity Address, City or Town Philadelphia
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