CARPENTER TECHNOLOGY CORP — Declaration of Voting Results & Voting Rights Announcements 2014

Oct 16, 2014

8-K 1 a14-22472_18k.htm 8-K

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

Washington, D.C. 20549

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*Form 8-K*

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*CURRENT REPORT*

*PURSUANT TO SECTION 13 OR 15(d) OF*

*THE SECURITIES EXCHANGE ACT OF 1934*

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Date of Report (Date of earliest event reported): October 14, 2014

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*CARPENTER TECHNOLOGY CORPORATION*

(Exact name of registrant as specified in its charter)

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Delaware	1-5828	23-0458500
(State of or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer I.D. No.)
P.O. Box 14662 Reading, Pennsylvania		19612-4662
(Address of principal executive offices)		(Zip Code)

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:

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

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

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

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

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*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 14, 2014. 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 2017:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Steven E. Karol	20,771,002	26,748,923	2,917,753
Robert R. McMaster	47,176,119	343,806	2,917,753
Gregory A. Pratt	40,506,938	7,012,987	2,917,753

*Proposal No. 2* - Approval of Appointment of Independent Registered Public Accounting Firm . The Company’s stockholders approved the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2015:

Votes For	Votes Against	Abstain
49,753,958	546,823	136,897

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

Votes For	Votes Against	Abstain	Broker Non-Votes
40,325,032	6,944,305	250,588	2,917,753

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
	Vice President, General Counsel and
	Secretary

Date: October 16, 2014

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