false 0000017843 0000017843 2023-10-10 2023-10-10

 

 

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: October 10, 2023

 

 

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 5.07 - Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (the “Annual Meeting”) of Carpenter Technology Corporation (the “Company”) was held on October 10, 2023. The following matters were voted on by the Company’s stockholders at the Annual Meeting and the final voting results for each matter are provided below.

Proposal No. 1 - Election of Four Directors. The following nominees were elected to the Board of Directors for a term expiring in 2026:

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Steven E. Karol

  38,606,036   4,021,857   1,885,794

Charles D. McLane, Jr.

  41,105,527   1,522,366   1,885,794

Colleen S. Pritchett

  40,347,285   2,280,608   1,885,794

Tony R. Thene

  41,300,936   1,326,957   1,885,794

Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024:

 

Votes For

 

Votes Against

 

Votes Abstained

   

43,056,411

  1,270,051   187,225  

Proposal No. 3 - Approval of the Compensation of the Companys Named Executive Officers, in an Advisory Vote. The Company’s stockholders approved the compensation of the Company’s named executive officers, in an advisory vote:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

   

41,789,938

 

584,875

 

253,080

 

1,885,794

 

Proposal No. 4 - Approval of Once Every One, Two or Three Years as the Frequency of Stockholder Advisory Votes on Executive Compensation, in an Advisory Vote. The Company’s stockholders approved once every one year as the frequency of stockholder advisory votes on executive compensation, in an advisory vote:

 

Votes

For 1 Year

 

Votes

For 2 Years

 

Votes

For 3 Years

 

Votes

Abstained

 

Broker

Non-Votes

38,337,367

 

34,851

 

4,063,010

 

192,665

 

1,885,794


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/ James D. Dee

  James D. Dee
  Senior Vice President, General Counsel and Secretary

Date: October 12, 2023

v3.23.3
Document and Entity Information
Oct. 10, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 10, 2023
Entity Registrant Name CARPENTER TECHNOLOGY CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 1-5828
Entity Tax Identification Number 23-0458500
Entity Address, Address Line One 1735 Market Street
Entity Address, City or Town Philadelphia
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19103
City Area Code 610
Local Phone Number 208-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $5 Par Value
Trading Symbol CRS
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000017843

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