8-KThe WireRed Alert
Executive Change
Filed Aug 13, 2025 · 10mo ago · Accession 0001193125-25-179813
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): August 12, 2025
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.
Retirement of I. Martin Inglis and Appointment of Tony R. Thene as Chairman of the Board
On August 12, 2025, I. Martin Inglis, Chairman of the Board of Directors (the “Board”) of Carpenter Technology Corporation (the “Company”), informed the Board of his intention to retire from the Board after 22 years of service and not to stand for re-election to the Board at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), which is currently expected to be held on October 7, 2025. Mr. Inglis’s decision not to stand for re-election is not due to any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.
On August 12, 2025, the Board (i) appointed Tony R. Thene, the current President and Chief Executive Officer of the Company, to serve as Chairman of the Board and (ii) appointed Steven M. Ward to serve as Lead Independent Director of the Board, in each case effective immediately prior to the 2025 Annual Meeting.
Appointment of Brian J. Malloy as President of the Company
On August 12, 2025, the Board appointed Brian J. Malloy, the current Senior Vice President and Chief Operating Officer of the Company, to serve as President and Chief Operating Officer of the Company, effective immediately prior to the 2025 Annual Meeting.
Biographical and other information about Mr. Malloy is included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on August 12, 2025 and the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 13, 2024.
Mr. Malloy does not have any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Malloy and any other persons pursuant to which Mr. Malloy was selected to his position. Neither Mr. Malloy nor any related person of Mr. Malloy has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Following the effectiveness of Mr. Malloy’s appointment, Mr. Thene will continue to serve as the Company’s Chief Executive Officer in addition to the role of Chairman of the Board.
A copy of the press release announcing these changes is filed 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
Press Release dated August 13, 2025
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: August 13, 2025
Filing details
- Company
- CARPENTER TECHNOLOGY CORP
- Ticker
- CRS
- CIK
- 17843
- Form type
- 8-K
- Filing date
- Aug 13, 2025
- Report date
- Aug 12, 2025
- Document
- d71249d8k.htm
- Size
- 149 KB