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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): November 28, 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 5.02 - Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Vice President and Group President
of the PEP business segment
On November 28, 2023, David Graf resigned
from his position as Vice President and Group President of the PEP business segment of Carpenter Technology Corporation (the “Company”),
effective December 1, 2023.
Appointment of Senior Vice President and
Chief Operating Officer
On
November 28, 2023, the Company appointed Brian Malloy, the Company’s Senior Vice President and Group President of the SAO business
segment, to serve as the Company’s Senior Vice President and Chief Operating Officer, effective December 4, 2023. Mr. Malloy,
57, has served as the Company’s Senior Vice President and Group President of the SAO business segment since April 2022. Mr. Malloy
joined the Company in 2015 and previously served as Senior Vice President and Group President of the PEP business, as well as Senior Vice
President and Chief Commercial Officer. His full biographical information and business experience are described in the Company’s
annual report on Form 10-K filed with the Securities and Exchange Commission on August 11, 2023.
Mr. Malloy’s employment arrangements and compensation are described in the proxy statement on Schedule 14A filed with
the Securities and Exchange Commission on September 15, 2023. At this time, there are no changes expected to his employment arrangements
or compensation in connection with the change to his position.
There are no plans, contracts or arrangements
entered into in connection with Mr. Malloy’s appointment as the Company’s Senior Vice President and Chief Operating Officer. There
are no family relationships between Mr. Malloy and any director or executive officer of the Company, and Mr. Malloy has no indirect
material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On November 28, 2023, the Company
issued a press release announcing Mr. Malloy’s appointment and Mr. Graf’s departure. 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
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: December 1, 2023
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/17843/000110465923122828/tm2331901d1_ex99-1img001.jpg)
Media Inquiries:
Heather Beardsley
+1 610-208-2278
hbeardsley@cartech.com
CARPENTER TECHNOLOGY NAMES BRIAN MALLOY CHIEF
OPERATING OFFICER
PHILADELPHIA, PA – November 28, 2023
– Carpenter Technology Corporation announced Brian Malloy has been named Senior Vice President and Chief Operating Officer, effective
December 4, 2023. In this position, Mr. Malloy will expand his responsibilities and oversee the operations of Carpenter Technology’s
Specialty Alloys Operations (SAO) and Performance Engineered Products (PEP) business segments. He will continue to report directly to
Tony Thene, President and Chief Executive Officer.
Mr. Malloy currently serves as Senior Vice
President and Group President of the SAO business segment. Mr. Malloy joined Carpenter Technology in 2015 and previously served as
Senior Vice President and Group President of the PEP business, as well as Senior Vice President and Chief Commercial Officer.
“With our near-term focus on ramping up our
operations to meet record customer demand, Brian’s demonstrated leadership and deep understanding of our operations, solutions portfolio
and key commercial relationships are invaluable,” said Tony Thene, President and Chief Executive Officer of Carpenter Technology.
Longer term, Brian will drive the organization’s continued progress towards the financial targets we have communicated for the coming
years.”
Mr. Malloy earned an MBA from the College
of William & Mary and a Bachelor of Science degree in Civil Engineering from Virginia Tech, along with executive certifications
from Northwestern University for Artificial Intelligence and the Massachusetts Institute of Technology for Digital Transformation. He
previously served as a member of the Boards of the International Titanium Association (ITA) and the Specialty Steel Industry of North
America (SSINA). He is a co-inventor of five patents.
Additionally, David Graf, Vice President and Group
President of the PEP business segment, will be leaving the Company to pursue other opportunities.
About Carpenter Technology
Carpenter
Technology Corporation is a recognized leader in high-performance specialty alloy-based materials and process solutions for critical
applications in the aerospace, defense, transportation, energy, industrial, medical, and consumer electronics markets. Founded in 1889,
Carpenter Technology has evolved to become a pioneer in premium specialty alloys, including titanium, nickel, and cobalt, as well as
alloys specifically engineered for additive manufacturing (AM) processes and soft magnetics applications. More information about Carpenter
Technology can be found at www.carpentertechnology.com.
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