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: February 14, 2019

 


 

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:

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 o

 

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. o

 

 

 


 

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

 

On February 14, 2019, the Board of Directors (the “Board”) of Carpenter Technology Corporation (the “Company”), upon the recommendation of its Corporate Governance Committee, appointed Viola L. Acoff and A. John Hart to the Board. Ms. Acoff was also appointed to the Corporate Governance, Compensation and Science and Technology Committees of the Board. Mr. Hart was appointed to the Audit/Finance and Strategy Committees. Ms. Acoff is a Class III director, which means she will stand for re-election at the Company’s 2019 Annual Meeting of Stockholders and Mr. Hart was elected to Class II of the Board standing for reelection at the 2021 Annual Meeting of Stockholders.

 

The Board determined that both Ms. Acoff and Mr. Hart qualify as independent directors 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.

 

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

 

The full text of a press release issued in connection with Ms. Acoff’s and Mr. Hart’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 February 19, 2019

 

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

 

 

Vice President, General Counsel and Secretary

 

 

Date: February 19, 2019

 

 

2


 

Exhibit 99.1

 

 

Media Inquiries:

Investor Inquiries:

William J. Rudolph, Jr.

The Plunkett Group

+1 610-208-3892

Brad Edwards

wrudolph@cartech.com

+1 212-739-6740

 

brad@theplunkettgroup.com

 

CARPENTER TECHNOLOGY ADDS TWO DIRECTORS TO ITS BOARD

 

PHILADELPHIA, Pa. — February 19, 2019 — Carpenter Technology Corporation (NYSE: CRS) announced today that Viola L. Acoff and John Hart have been appointed to the company’s Board of Directors, effective immediately. The Carpenter Board now consists of 12 members, 11 of whom are independent directors.

 

Dr. Acoff is currently the Associate Dean for Undergraduate and Graduate Programs at The University of Alabama College of Engineering, a position she has held since 2014. For the last 15 years, she has been a professor in the University’s Department of Metallurgical and Materials Engineering, where she also served as Department Head from 2009-2014. Dr. Acoff also led the Department of Chemical and Biological Engineering. Her areas of expertise include additive manufacturing, welding metallurgy, physical metallurgy, titanium and nickel alloys, and materials characterization using electron microscopy. She is a Doctor of Philosophy in Materials Engineering and holds graduate and undergraduate degrees in the same field. All degrees were earned at the University of Alabama at Birmingham.

 

Dr. Hart is an Associate Professor of Mechanical Engineering at the Massachusetts Institute of Technology (MIT).  He is also the Director of the MIT Laboratory for Manufacturing and Productivity, and the Center for Additive and Digital Advanced Production Technologies. Prior to joining the MIT faculty in 2013, Dr. Hart was Assistant Professor of Mechanical Engineering, Chemical Engineering, and Art and Design at the University of Michigan. Dr. Hart’s areas of expertise include additive manufacturing, advanced materials, machine design,

 


 

automation, and nanocomposites. He has worked extensively with industry in these areas and has co-founded three startup companies including Desktop Metal. Dr. Hart earned his Master’s and Ph.D. degrees from MIT, and his undergraduate degree from the University of Michigan.

 

“We welcome both Viola and John to Carpenter Technology’s Board of Directors. Their expertise in the materials, engineering, and additive manufacturing space further supports Carpenter Technology’s strategic objective to be a leading solutions provider across all the markets we serve,” said Gregory A. Pratt, Chairman of the Board.

 

About Carpenter Technology Corporation

 

Carpenter Technology Corporation is a leading producer and distributor of premium specialty alloys, including titanium alloys, nickel and cobalt based superalloys, stainless steels, alloy steels and tool steels.  Carpenter’s high-performance materials and advanced process solutions are an integral part of critical applications used within the aerospace, transportation, medical and energy markets, other markets. Building on its history of innovation, Carpenter’s metal powder technology capabilities support a range of next-generation products and manufacturing techniques, including Additive Manufacturing and 3D Printing.  Information about Carpenter can be found at www.cartech.com.