8-K

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: November 17, 2017

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2017, the Board of Directors (the “Board”) of Carpenter Technology Corporation (the “Company”), upon the recommendation of its Corporate Governance Committee, appointed Kathleen Ligocki to the Board. Ms. Ligocki was also appointed to the Corporate Governance Committee, Compensation Committee and Strategy Committee of the Board. Ms. Ligocki is a Class II director, which means she will stand for re-election at the Company’s 2018 Annual Meeting of Stockholders.

The Board determined that Ms. Ligocki qualifies as an independent director under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission and the applicable listing standards of the New York Stock Exchange.

Ms. Ligocki will be entitled to compensation under the Company’s compensation policy for non-employee directors. There are no arrangements or understandings between Ms. Ligocki and any other person pursuant to which Ms. Ligocki was appointed as a director. There are no transactions in which Ms. Ligocki has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The full text of a press release issued in connection with Ms. Ligocki’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
99.1	Press Release, dated November 20, 2017

2

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
		Vice President, General Counsel and Secretary
Date: November 20, 2017

3

EX-99.1

Exhibit 99.1

Media Inquiries:	Investor Inquiries:
William J. Rudolph, Jr.	Brainerd Communicators
+1 610-208-3892	Brad Edwards
wrudolph@cartech.com	+1 212-986-6667
	edwards@braincomm.com

KATHLEEN LIGOCKI NAMED TO CARPENTER BOARD OF DIRECTORS

PHILADELPHIA — November 20, 2017 — Carpenter Technology Corporation (NYSE: CRS) announced today that Kathleen Ligocki has been appointed to the company’s Board of Directors, effective immediately.  The Carpenter Board now consists of ten members, nine of whom are independent directors.

Ligocki is the Chief Executive Officer (CEO) of Agility Fuel Solutions, a position she has held since December 2015.  Agility Fuel Solutions is the leading developer and manufacturer of natural gas fuel systems for commercial vehicles in North America.  Prior to joining Agility, Ligocki served as CEO of Harvest Power, Next Autoworks, GS Motors and Tower Automotive, and was an Operating Partner at Kleiner Perkins Caufield & Byers.  She also held executive positions at Ford and United Technologies, where she led operations in the America, Europe, Africa, the Middle East, and Russia.

“We are very pleased to welcome Kathleen to Carpenter’s Board of Directors.  She brings a deep knowledge of the transportation industry, as well as a broad set of leadership and governance skills,” said Gregory A. Pratt, Chairman of the Board.

In addition to serving on Carpenter’s Board of Directors, Ligocki also serves as a Director on the Board of Lear Corporation, and is a fiduciary Board member at the Indiana University Foundation.

Ligocki earned a Bachelor’s degree in Liberal Studies from Indiana University Kokomo and holds an MBA from the Wharton School at the University of Pennsylvania.  She has also been awarded honorary doctorate degrees from Indiana University Kokomo and Central Michigan University.

About Carpenter Technology

Carpenter Technology Corporation is a leading producer and distributor of premium specialty alloys, including titanium alloys, nickel and cobalt based superalloys, stainless steels, alloy steels and tool steels.  Carpenter’s high-performance materials and advanced process solutions are an integral part of critical applications used within the aerospace, transportation, medical and energy markets, among other markets.  Building on its history of innovation, Carpenter’s powder technology capabilities support a range of next-generation products and manufacturing techniques, including additive manufacturing and 3D Printing.  Information about Carpenter can be found at www.cartech.com.