8-K
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 5.07    –    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 13, 2020. 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 Three Directors. The following nominees were elected to the Board of Directors for a term expiring in 2023:

 

Nominee

  

Votes For

  

Votes Withheld

  

Broker Non-Votes

Steven E. Karol

   39,789,032    647,818    3,520,446

Gregory A. Pratt

   38,724,492    1,712,358    3,520,446

Tony R. Thene

   39,678,821    758,029    3,520,446

Proposal No. 2 - Approval of Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders approved the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021:

 

Votes For

  

Votes Against

  

Abstain

42,718,518    907,817    330,961

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

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Votes

37,109,845

   3,241,196    85,809    3,520,446

Proposal No. 4 -Approval of the amended and restated Stock-Based Incentive Compensation Plan for Officers and Key Employees. The Company’s stockholders approved the amended and restated Stock-Based Compensation Plan for Officers and Key Employees:

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Votes

37,826,487

   2,517,704    92,659    3,520,446


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 16, 2020