8-KLeadership ChangesMaterial AgreementsExhibits & Filings

CARPENTER TECHNOLOGY CORP 8-K Report, Material Agreement (Oct 20, 2006)

Filed October 20, 2006For Securities:CRS

Summary

This 8-K filing from Carpenter Technology Corporation (CRS) on October 20, 2006, primarily details significant leadership changes and executive compensation adjustments. The company announced the resignation of Robert Torcolini as Chairman, President, and CEO, effective October 31, 2006. He will transition to a special advisor role and receive severance benefits including vested restricted stock, a pro-rata bonus payment, and entitlement to performance shares. Concurrently, Ann Stevens, formerly of Ford Motor Company, is appointed as the new Chairman, President, and CEO, effective November 1, 2006. The filing also outlines executive compensation changes, including the issuance of restricted stock to key officers, which will vest over three years. Additionally, the company revised its director compensation for the upcoming year, incorporating retainers paid in cash and restricted stock units, committee chair fees, and grants of stock options and additional restricted stock units to specific directors. These changes signal a shift in leadership and ongoing efforts to align executive and director incentives with company performance and long-term value.

Key Highlights

  • 1Robert Torcolini to resign as Chairman, President, and CEO on October 31, 2006, transitioning to a special advisor role.
  • 2Ann Stevens appointed as the new Chairman, President, and CEO, effective November 1, 2006.
  • 3Robert Torcolini to receive significant severance, including 45,750 shares of restricted stock vesting upon retirement, a $425,000 pro-rata bonus, and pro-rata performance shares for FY2007.
  • 4Restricted stock grants issued to M. David Kornblatt, Dennis Oates, Michael Shor, and David Christiansen, vesting in three years.
  • 5Director compensation for the upcoming year includes a $90,000 annual retainer (half cash, half restricted stock units) and $10,000 committee chair fees.
  • 6Various directors to receive stock options and additional restricted stock units as part of their compensation package.
  • 7Marillyn Hewson resigned as a director on October 16, 2006.

Frequently Asked Questions

Robert Torcolini is stepping down as Chairman, President, and CEO on October 31, 2006, and will serve as a special advisor. Ann Stevens will take over as the new Chairman, President, and CEO starting November 1, 2006.

Mr. Torcolini is entitled to 45,750 shares of restricted stock vesting on his retirement date, a $425,000 pro-rata payment of his target bonus for fiscal year 2007, and a pro-rata portion of performance shares for FY 2007, if earned.

Director compensation for the next year will include an annual retainer of $90,000 paid half in cash and half in restricted stock units, a $10,000 fee for each Standing Committee chair, and grants of stock options and restricted stock units to several directors.

The restricted stock grants to executive officers were issued on October 16, 2006, and will vest in full on the third anniversary of the date of issuance. The effective grant date for restricted stock units and stock options to directors is October 30, 2006.