CRS Carpenter Technology Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest reported): November 14, 2014

CARPENTER TECHNOLOGY CORPORATION

(Exact Name of Registrant as Specified in Charter)

P.O. Box 14662

Reading, Pennsylvania 19612-4662

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (610) 208-2000

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 (see General Instruction A.2. below):

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

On November 14, 2014, William A. Wulfsohn, the Chief Executive Officer of Carpenter Technology Corporation (the “Company”), resigned as Chief Executive Officer and from the Board of Directors of the Company (the “Board”).  Mr. Wulfsohn will remain an employee of the Company through December 31, 2014 with all current remuneration and benefits.

Effective upon Mr. Wulfsohn’s resignation, the Board appointed Gregory A. Pratt, the current Chairman of the Board, as Chief Executive Officer, effective immediately.  Mr. Pratt, who will continue to serve as Board Chairman, had served as the Company’s Chief Executive Officer during the fiscal year ended June 30, 2010.

Mr. Pratt, age 66, has been a member of the Board since 2002.  Mr. Pratt is former chief executive officer and director of OAO Technology Solutions, Inc., an information technology and professional services company.  Mr. Pratt served as President and Chief Operations Officer of Intelligent Electronics, Inc. from 1991 through 1996.  Since February 2014, Mr. Pratt has served as a director of Tredegar Corporation, a public company listed on the NYSE where he serves as the Chairman of the Governance Committee and a member of the Special Finance and Audit Committees.  He served as a director and Audit Committee Chairman of AmeriGas Propane, Inc., a public company listed on the NYSE until April 2013. Mr. Pratt is also a National Association of Corporate Directors Board Leadership Fellow.

There are no family relationships between Mr. Pratt and any of the Company’s directors or executive officers and Mr. Pratt is not a party to any transaction with the Company that would require disclosure under item 404 of Regulation S-K, promulgated under the Securities Exchange Act of 1934, as amended.

Compensation arrangements for Mr. Pratt’s service as Chief Executive Officer have not yet been determined.

The full text of a press release issued in connection with Mr. Wulfsohn’s resignation and Mr. Pratt’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01                                           Financial Statements and Exhibits.

(d)                                          Exhibits

99.1                                                                                  Press Release, dated November 14, 2014

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SIGNATURES

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.

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EXHIBIT INDEX

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Exhibit 99.1

CARPENTER TECHNOLOGY ANNOUNCES RETURN OF GREGORY A. PRATT AS CEO

WYOMISSING, Pa. — November 14, 2014 — Carpenter Technology Corporation’s (NYSE: CRS) Board of Directors today announced that Gregory A. Pratt will return as CEO of the Company, effective immediately.  Mr. Pratt was Carpenter’s CEO in 2009 - 2010, and has been a Board member since 2002.  Pratt will also continue as the Chairperson of Carpenter’s Board, a position he has held since 2009.  During his tenure as Chairperson, Carpenter has made numerous investments in its business, acquired Amega West and Latrobe Specialty Metals, and built Carpenter’s new Athens facility.

Pratt has a distinguished career in metals, materials, and information technology serving as CEO of both Carpenter Technology and OAO Technology Solutions.  Mr. Pratt received a Bachelor of Science in business administration from Cheyney University and a Masters of Business Administration from the Wharton School at the University of Pennsylvania.

Pratt replaces Bill Wulfsohn as CEO, who resigned today to take another role outside of the Company.  To ensure continuity, while Wulfsohn will step down from the CEO role and Board of Directors immediately, he will assist the Company in a transition support role until December 31, 2014.

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“It has been a pleasure to work with Bill.  Together, we have accomplished a great deal,” said Pratt.  “We wish Bill well in his next endeavors and thank him for his outstanding leadership and service to Carpenter.”

About Carpenter Technology

Carpenter produces and distributes premium alloys, including special alloys, titanium alloys and powder metals, as well as stainless steels, alloy steels and tool steels. Information about Carpenter can be found at http://www.cartech.com.

Forward-Looking Statements

This news release forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are based on management’s current expectations and are subject to risks, uncertainties and other factors that could cause actual results to differ from those projected, anticipated or implied. The most significant of these uncertainties are described in Carpenter’s filings with the Securities and Exchange Commission including its annual report on Form 10-K for the year ended June 30, 2014, 10Q for the quarter ended September 30, 2014, and the exhibits attached to those filings.  They include, but are not limited to, statements regarding growth, profitability, revenues, strategic goals, mix costs, and targeted financial performance.  Any of these factors could have an adverse and/or fluctuating effect on Carpenter’s results of operations.  The forward-looking statements in this document are intended to be subject to the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Carpenter undertakes no obligation to update or revise any forward-looking statements.

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