CRS shareholders approve auditor and executive pay; three directors chosen

Rhea-AI Filing Summary

Carpenter Technology Corporation reported the results of a stockholder meeting where three director nominees were elected to terms expiring in 2028. Shareholders also ratified the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year 2026. In a non‑binding advisory vote, stockholders approved the compensation of the company’s named executive officers. The filing is signed by James D. Dee, Senior Vice President, General Counsel and Secretary.

Positive

• Three directors elected to terms expiring in 2028, providing board continuity
• PricewaterhouseCoopers LLP ratified as independent registered public accounting firm for fiscal 2026
• Advisory approval of named executive officer compensation indicates shareholder support

Negative

• None.

Insights

Corporate Governance Analyst

Board and pay practices confirmed; governance continuity maintained.

The election of three directors with terms through 2028 signals continuity in the board's composition and oversight responsibilities. A stable board can support ongoing strategy and long‑term planning.

Approval of executive compensation in an advisory vote indicates shareholder concurrence with pay programs, though the vote is non‑binding. Investors may note the combination of director elections and advisory approval as routine governance outcomes to monitor in future proxy cycles.

Accounting & Audit Specialist

Auditor ratification secures external reporting continuity for fiscal 2026.

Shareholder ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm preserves continuity in audit oversight for fiscal year 2026. Consistent auditor relationships can reduce transition risk in financial statement audits.

While the filing confirms the appointment, it does not disclose audit fees, scope changes, or independence issues; those details, if material, would appear elsewhere and are not present in this content.

CARPENTER TECHNOLOGY CORP false 0000017843 0000017843 2025-10-07 2025-10-07

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 7, 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 5.07 – 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 7, 2025. 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 2028:

Nominee		Votes For				Votes Withheld				Broker Non-Votes
Dr. Viola L. Acoff			40,291,912				1,654,995				2,304,033
Stephen M. Ward, Jr.			36,132,215				5,814,692				2,304,033
Howard H. Yu			40,766,094				1,180,813				2,304,033

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 2026:

Votes For		Votes Against		Votes Abstained
43,576,549		636,499		37,892

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
40,715,597		1,134,561		96,749		2,304,033

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, 2025

FAQ

What director changes did Carpenter Technology (CRS) report?

Stockholders elected three directors to the Board for terms expiring in 2028.

Who is Carpenter Technology's independent auditor for fiscal 2026?

Shareholders ratified PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year 2026.

Did shareholders approve executive compensation at Carpenter Technology (CRS)?

Yes. In a non‑binding advisory vote, shareholders approved the compensation of the company’s named executive officers.

Who signed the filing for Carpenter Technology?

The filing is signed by James D. Dee, Senior Vice President, General Counsel and Secretary.

Are there any financial results or major transactions disclosed in this filing?

No. The content reports governance votes and auditor ratification only; it does not disclose financial results or major transactions.