CARPENTER TECHNOLOGY CORP
For the period ended Oct 7, 2024. Filed Sep 13, 2024.
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Oct 7, 2024 · Filed Sep 13, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
CARPENTER TECHNOLOGY CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
CARPENTER® TECHNOLOGY CarpenterTechnology.com NOTICE OF 2024 Annual Meeting and Proxy Statement AEROSPACE & DEFENSE | MEDICAL | ENERGY | TRANSPORTATION | INDUSTRIAL & CONSUMER
CARPENTER® TECHNOLOGY CarpenterTechnology.com CARPENTER TECHNOLOGY STRATEGY Distinctive product and process capabilities Our driving force is to leverage our core technical strength in engineered materials and process capabilities to solve our customers' current and anticipated challenges. We will grow in market segments where we can provide differentiated and value-added solutions to complex problems. We will solidify our position as the industry leader by being the preferred solutions provider and providing our customers a competitive advantage. Areas of excellence Technology development Respond quickly to customer technical questions Rapidly translate customer needs into solutions Develop proprietary and breakthrough products Establish and maintain process expertise and excellence Capture internal "know-how" Operational excellence Be safe and compliant Practice system thinking Develop and execute standard work Identify and eliminate waste Employ root cause problem solving Perform daily management Control key process variables Strategic marketing Think, act, and execute in a future outcome manner Translate broad strategies into actionable plans Demonstrate market knowledge Segment and target markets based on potential value and growth Provide timely customer solutions Support the go-to-market approach and advantage Talent engagement Acquire talent on an ongoing basis Provide an attractive mix of rewards and recognition Sustain a high-performance environment Employ a living, strategic workplan Develop talent based upon criticality to the organization Anticipate changing requirements of a shifting workforce and marketplace Create compelling careers
September 13, 2024
Dear Stockholders:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Carpenter Technology Corporation to be held on October 7, 2024, at 11:00 a.m. Eastern Daylight Time. This year’s Annual Meeting will be completely virtual. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/CRS2024. Details regarding admission to the meeting and the business to be conducted are provided in the accompanying Notice of Annual Meeting and Proxy Statement.
Fiscal year 2024 was the most profitable year in Carpenter Technology’s long and proud history. The record profitability was driven by strong demand for our premium material solutions, especially in our keyend-use markets of Aerospace and Defense, and Medical, combined with our operational focus on improved productivity, product mix optimization, and pricing actions.
Some highlights from the fiscal year include:
| ▶ | The safety of our employees has and will continue to be our top priority. Our fiscal year 2024 total case incident rate (TCIR) of 1.8 continues to be significantly below industry averages. We remain focused on our ultimate goal to be a zero-injury workplace. |
| ▶ | The execution of our solutions-focused commercial approach continues to generate strong demand across our end-use markets, resulting in record backlog levels. |
| ▶ | Our Specialty Alloys Operations (SAO) business achieved record operating income and margin by accelerating productivity improvements and optimizing capacity through improving product mix and realized pricing actions. |
| ▶ | We further enhanced an already healthy liquidity position by generating significant adjusted free cash flow driven by our increased profitability and working capital management. |
| ▶ | We continued to advance our ESG-related strategy and activities that are aligned with our overall business strategy, including maintaining an ESG-based metric as a component of our long-term compensation elements for executives and senior leaders. |
| ▶ | We demonstrated our continued commitment to provide direct returns to our stockholders as fiscal year 2024 marked our 117th straight year of uninterrupted dividend payments. |
Building on our record performance, our strong outlook continues to drive positive momentum. A little over a year ago at our Investor Day in May 2023, we laid out a path for target profitability in fiscal year 2027. At that time, our four-year goal represented a 40% operating income CAGR from our fiscal year 2023 performance. Recognizing our accelerating performance and strong fiscal year 2024 results, we recently announced that we are pulling forward that goal two years to fiscal year 2025. Having just completed a historic fiscal year 2024, we are well positioned to sustain our earnings growth journey that we anticipate will extend well beyond fiscal year 2025.
With a strong balance sheet and expectations for healthy adjusted free cash flow, we will continue to take a balanced approach to capital allocation: sustaining our current asset base to achieve our targets, investing in incremental growth initiatives, and returning cash to stockholders. To that end, we recently announced our Board of Directors approved a share repurchase program of up to $400 million.
Carpenter Technology continues to exceed performance and outlook expectations. We will continue to execute our strategy to be the preferred solutions provider in specialty materials with an ultimate goal of zero injuries, unquestionable quality, close customer connections, innovative growth, creative technology and engaged talent.
Thank you for your continued support and confidence in Carpenter Technology. I hope you can join us at the Annual Meeting.
Sincerely, Tony R. Thene President & Chief Executive Officer
Notice of Annual Meeting of Stockholders
Carpenter Technology Corporation will hold its 2024 Annual Meeting of Stockholders virtually via live webcast at www.virtualshareholdermeeting.com /CRS2024 on Monday, October 7, 2024, at 11:00 a.m. EDT. We will vote on the following matters:
| 1. | The election of three directors to three-year terms expiring in 2027; |
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as Carpenter Technology’s independent registered public accounting firm for fiscal year 2025; |
| 3. | Approval of our named executive officers’ compensation, in an advisory vote; and |
| 4. | Any other business that is properly presented at the meeting. |
The 2024 Annual Meeting of Stockholders of Carpenter Technology Corporation will be held in a virtual meeting format only, via live webcast. We believe that holding the Annual Meeting virtually will allow us to increase stockholder accessibility and to broaden participation.
Only stockholders who were record owners of our common stock at the close of business on August 8, 2024, may vote at the meeting. A list of those stockholders will be available during the meeting upon request. Carpenter Technology’s Board of Directors solicits this proxy.
As used throughout this Proxy Statement, unless the context requires otherwise, the terms “Carpenter Technology,” “Company,” “Registrant,” “we” and “our” refer to Carpenter Technology Corporation, and “Board” or “Board of Directors” refer to Carpenter Technology’s Board of Directors.
How to Vote:
It is important that you vote your shares. We encourage you to take advantage of the easy and cost-effective internet and telephone voting that Carpenter Technology offers.
| Internet: Visit the website listed on your proxy card. You will need the control number that appears on your proxy card when you access the web page. | Mail: Complete and sign the proxy card and return it in the enclosed postage pre-paid envelope. |
| Telephone: If your shares are held in the name of a broker, bank, or other nominee: Follow the telephone voting instructions, if any, provided on your proxy card. If your shares are registered in your name: Call 1-800-690-6903 and follow the telephone voting instructions. You will need the control number that appears on your proxy card when you call. | At the Meeting: You may attend the Annual Meeting virtually and vote during the live webcast at www.virtualshareholdermeeting.com /CRS2024. |
Important notice regarding the availability of proxy materials for the Annual Meeting to be held on October 7, 2024. This Proxy Statement and our Annual Report to Stockholders for the fiscal year ended June 30, 2024, are available electronically at www.proxyvote.com.
Selected information from Carpenter Technology’s 2024 Annual Report on Form 10-K, including financial statements, is being delivered along with this Proxy Statement, but is not incorporated as part of the Proxy Statement and is not to be considered part of the proxy solicitation material.
This Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders are being sent to stockholders on or about September 13, 2024.
On behalf of the Board of Directors,
James D. Dee
Senior Vice President, General Counsel and Secretary
CARPENTER TECHNOLOGY 2024 PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.