Carpenter Technology elects 3 directors to 2029 terms

The elected directors' terms expire in 2029, and PricewaterhouseCoopers LLP was ratified for fiscal year 2027.

Rhea-AI Filing Summary

Carpenter Technology Corporation (CRS) reported that stockholders elected Steven E. Karol, Charles D. McLane, Jr., and Tony R. Thene to the Board of Directors for terms expiring in 2029. They received 37,240,376, 40,512,146, and 40,852,797 votes for election, respectively.

Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2027, with 43,204,988 votes for. They also approved named executive officer compensation in an advisory vote, with 40,508,630 votes for.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Tony R. Thene: 40,852,797 votes Votes for Charles D. McLane, Jr.: 40,512,146 votes Votes for Steven E. Karol: 37,240,376 votes +5 more

8 metrics

Votes for Tony R. Thene 40,852,797 votes Election to the Board of Directors; term expires in 2029

Votes for Charles D. McLane, Jr. 40,512,146 votes Election to the Board of Directors; term expires in 2029

Votes for Steven E. Karol 37,240,376 votes Election to the Board of Directors; term expires in 2029

Votes withheld from Steven E. Karol 4,321,375 votes Election to the Board of Directors

Votes for accounting firm ratification 43,204,988 votes PricewaterhouseCoopers LLP appointment for fiscal year 2027

Votes against accounting firm ratification 943,977 votes PricewaterhouseCoopers LLP appointment for fiscal year 2027

Votes for executive compensation 40,508,630 votes Advisory vote on named executive officer compensation

Votes against executive compensation 822,866 votes Advisory vote on named executive officer compensation

Key Terms

Broker Non-Votes, Votes Withheld, advisory vote, independent registered public accounting firm, +1 more

5 terms

Broker Non-Votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Votes Withheld regulatory

"Votes Withheld"

advisory vote regulatory

"in an advisory vote"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

named executive officers financial

"compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Which directors did Carpenter Technology stockholders elect, and when do their terms expire?

Stockholders elected Steven E. Karol, Charles D. McLane, Jr., and Tony R. Thene to the Board of Directors for terms expiring in 2029.

How did Carpenter Technology stockholders vote on the accounting firm and executive compensation?

Stockholders ratified PricewaterhouseCoopers LLP for fiscal year 2027 with 43,204,988 votes for, 943,977 against, and 172,075 abstentions. They approved named executive officer compensation in an advisory vote with 40,508,630 votes for, 822,866 against, and 230,255 abstentions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/08/2026 - 04:31 PM Accepted by SEC EDGAR 10/08/2026 - 04:31 PM Learn about SEC filing dates

CARPENTER TECHNOLOGY CORP false 0000017843 0000017843 2026-10-06 2026-10-06

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 6, 2026

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 5.07 – 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 6, 2026. 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 2029:

Nominee		Votes For				Votes Withheld				Broker Non-Votes
Steven E. Karol			37,240,376				4,321,375				2,759,289
Charles D. McLane, Jr.			40,512,146				1,049,605				2,759,289
Tony R. Thene			40,852,797				708,954				2,759,289

Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2027:

Votes For		Votes Against		Votes Abstained
43,204,988		943,977		172,075

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

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
40,508,630		822,866		230,255		2,759,289

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 8, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB