8-KMaterial AgreementsExhibits & Filings

CARPENTER TECHNOLOGY CORP 8-K Report, Material Agreement (Oct 28, 2005)

Filed October 28, 2005For Securities:CRS

Summary

Carpenter Technology Corporation (CRS) filed an 8-K on October 28, 2005, to report the entry into material definitive agreements. Specifically, on October 24, 2005, the company entered into Indemnity Agreements with all of its directors and certain key corporate officers. These agreements are designed to help Carpenter Technology attract and retain qualified individuals for its board and executive positions. The core of these agreements is the company's commitment to indemnify directors and officers against certain legal expenses and damages incurred in litigation, providing protection to the fullest extent permitted by law, with specific exceptions for conduct that is finally adjudged to be liable to the company or covered by insurance. This move signals a proactive approach by the company to ensure leadership stability and protect its key personnel.

Key Highlights

  • 1Carpenter Technology Corporation entered into new Indemnity Agreements with its directors and certain officers on October 24, 2005.
  • 2The purpose of these agreements is to enhance the company's ability to attract and retain qualified individuals for leadership roles.
  • 3The company will indemnify directors and officers for damages and expenses in third-party litigation, to the fullest extent permitted by law.
  • 4Indemnification in proceedings brought by the company is subject to the condition that the director/officer is not finally adjudged liable to the company.
  • 5The company agrees to advance legal expenses for indemnification claims, provided the individual agrees to repay if not ultimately entitled.
  • 6The Indemnity Agreements are not intended to be the exclusive remedy and will supplement existing insurance and other legal options.
  • 7The company bears the burden of proving a director or officer is not entitled to indemnification.

Frequently Asked Questions

The primary purpose of these agreements is to help Carpenter Technology Corporation attract and retain highly qualified individuals to serve as directors and corporate officers by providing them with a level of legal protection and financial recourse.

The agreements generally provide that the company will indemnify directors and officers for damages and expenses incurred in various legal proceedings, including third-party lawsuits, to the fullest extent permitted by Delaware law. This also includes advancing legal expenses in many cases.

Yes, there are limitations. The company will not indemnify directors or officers for damages or expenses if they are finally adjudged by a court to be liable to the company in proceedings brought by the company. Indemnification is also excluded for costs covered by insurance, profits from illegal securities transactions (Section 16(b)), or for proceedings initiated by the director/officer against the company prior to a change of control without board approval.

This filing does not necessarily indicate that Carpenter Technology is facing current lawsuits or immediate legal issues. Indemnity agreements are standard corporate governance practices aimed at protecting leadership and ensuring the company can attract talent by mitigating personal legal risks associated with their roles.