Form 8-K - Current report

 

 

 

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)

 

[phone]

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

 

Exhibit No.		Description
99.1		Carpenter Technology Corporation Press Release dated November 28, 2023
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 

 

 

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

 

 

Media Inquiries:

Heather Beardsley

[phone]

[e-mail]

 

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.

 

 

 

Cover	Nov. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 28, 2023
Entity File Number	1-5828
Entity Registrant Name	CARPENTER TECHNOLOGY CORPORATION
Entity Central Index Key	0000017843
Entity Tax Identification Number	23-0458500
Entity Incorporation, State or Country Code	DE
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

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