CARPENTER TECHNOLOGY CORP false 0000017843 0000017843 2020-10-13 2020-10-13

 

 

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 13, 2020

 

 

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:

Securities 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 13, 2020, the Board of Directors (the “Board”) of Carpenter Technology Corporation (the “Company”), upon the recommendation of its Corporate Governance Committee, appointed Charles D. McLane, Jr. to the Board. Mr. McLane was appointed to the Audit/Finance and Strategy Committees. Mr. McLane is a Class I director, which means he will stand for re-election at the Company’s 2023 Annual Meeting of Stockholders.

The Board determined that Mr. McLane qualifies as 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. McLane will be entitled to compensation under the Company’s compensation policy for non-employee directors. There are no arrangements or understandings between Mr. McLane and any other person pursuant to which they were appointed as a director. There are no transactions in which Mr. McLane has an interest requiring disclosure under Item 404(a) of Regulation S-K.

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

 

Item 9.01    -

Financial Statements and Exhibits

(d)    Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release, dated October 15, 2020
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 16 2020

  

Exhibit 99.1

 

LOGO

 

Media Inquiries:

    

Investor Inquiries:

Heather Beardsley

    

The Plunkett Group

+1 610-208-2278

    

Brad Edwards

hbeardsley@cartech.com

    

+1 914-582-4187

    

brad@theplunkettgroup.com

CHUCK McLANE JOINS CARPENTER TECHNOLOGY’S BOARD OF DIRECTORS

PHILADELPHIA, Pa. – October 15, 2020 – Carpenter Technology Corporation (NYSE: CRS) announced today that Charles “Chuck” D. McLane, Jr., former Executive Vice President and Chief Financial Officer, Alcoa Inc., has been appointed to the Company’s Board of Directors, effective immediately. Mr. McLane replaces Robert R. McMaster, who, as previously announced, retired from the Board at the 2020 Annual Meeting of Stockholders. Mr. McLane will serve on the Audit/Finance Committee and Strategy Committee of the Board of Directors.

From 2007 to his retirement in 2013, Mr. McLane served as Executive Vice President and Chief Financial Officer of Alcoa Inc., a global manufacturer of primary aluminum, fabricated aluminum, and alumina products as well as non-aluminum engineered products serving the aerospace, automotive, packaging, building and construction, commercial transportation, oil and gas, defense, consumer electronics, and industrial markets. Prior to being named Chief Financial Officer, Mr. McLane held financial leadership roles including Corporate Controller and Director – Investor Relations. Mr. McLane joined Alcoa Inc. in 2000 following Alcoa’s acquisition of Reynolds Metals Company where he held various accounting, finance and treasury management positions.

Mr. McLane currently serves as a Trustee on the Board of Virginia Commonwealth University School of Business Foundation and is a member of the Board of Directors of Verity Pregnancy and Medical Resource Center. From 2011 to 2019, Mr. McLane served as a member of the National Board of Directors of Girl Scouts USA including serving as Treasurer and Chair of the Finance Committee.

“We are excited to welcome Chuck to Carpenter Technology’s Board of Directors. With over 40 years of financial leadership experience and proven capabilities, most notably in leading Alcoa through the financial crisis of 2008 and 2009, Chuck will clearly be an asset to Carpenter Technology. He brings significant industry experience in large multinational materials manufacturing and deep financial acumen which will prove invaluable as we continue to execute against our long-term strategic vision and navigate near term challenges associated with the global COVID-19 pandemic” said Gregory A. Pratt, Chairman of the Board.

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. Carpenter Technology has expanded its AM capabilities to provide a complete “end-to-end” solution to accelerate materials innovation and streamline parts production. More information about Carpenter Technology can be found at www.carpentertechnology.com.