UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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