Crane NXT Co. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CXT
Metal Fabrications
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 22, 2025
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: 781 -755-6868
N/A
(Former name or former address, if changed since last report)
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| | ||||||||
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 ☐
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. ☐
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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On May 22, 2025, Crane NXT, Co. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders cast their votes on three proposals as follows:
Proposal 1
The following nine Directors were elected to serve until the 2026 Annual Meeting of Stockholders:
| Director Nominee | For | Against | Abstain | Broker non-votes | ||||||||||
| Michael Dinkins | 51,490,283 | 542,621 | 44,331 | 2,146,763 | ||||||||||
| William Grogan | 51,602,752 | 408,955 | 65,528 | 2,146,763 | ||||||||||
| Sandra Joyce | 51,560,182 | 410,347 | 106,706 | 2,146,763 | ||||||||||
| Cristen Kogl | 51,512,113 | 454,304 | 110,818 | 2,146,763 | ||||||||||
| Ellen McClain | 50,955,990 | 1,022,279 | 98,966 | 2,146,763 | ||||||||||
| David D. Petratis | 51,563,581 | 414,370 | 99,284 | 2,146,763 | ||||||||||
| Aaron W. Saak | 51,565,633 | 486,242 | 25,360 | 2,146,763 | ||||||||||
| John S. Stroup | 51,471,757 | 580,724 | 24,754 | 2,146,763 | ||||||||||
| James L. L. Tullis | 50,944,118 | 1,059,732 | 73,385 | 2,146,763 | ||||||||||
Proposal 2
The stockholders ratified the selection of Deloitte & Touche LLP as independent auditors for the Company for 2025.
| For | Against | Abstain | Broker non-votes | ||||||||
| 54,149,814 | 25,911 | 48,273 | 0 | ||||||||
Proposal 3
The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on April 8, 2025.
| For | Against | Abstain | Broker non-votes | ||||||||
| 50,844,690 | 1,008,960 | 223,585 | 2,146,763 | ||||||||
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (d) | Exhibits | |||||||
| Exhibit No. | Description of Exhibit | |||||||
| 101 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURES
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.
| CRANE NXT, CO. | |||||||||||||||||
| May 27, 2025 | |||||||||||||||||
| By: | /s/ Paul G. Igoe | ||||||||||||||||
| Paul G. Igoe | |||||||||||||||||
| Senior Vice President, General | |||||||||||||||||
| Counsel and Secretary | |||||||||||||||||
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