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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): June 5, 2023
CRANE NXT, CO.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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Delaware | 1-1657 | 88-0706021 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 950 Winter Street 4th Floor | Waltham | MA | 02451 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 610-430-2510
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $1.00 | CXT | New York Stock Exchange |
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. ☐
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 5, 2023, Crane NXT, Co. (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders cast their votes on four proposals as follows:
Proposal 1
The following eight Directors were elected to serve until the 2024 Annual Meeting of Stockholders:
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| Director Nominee | For | Against | Abstain | Broker non-votes |
| Michael Dinkins | 47,878,639 | 1,033,940 | 49,091 | 3,002,718 |
| William Grogan | 48,674,867 | 232,424 | 54,379 | 3,002,718 |
| Cristen Kogl | 48,523,961 | 389,917 | 47,792 | 3,002,718 |
| Ellen McClain | 47,782,901 | 1,132,805 | 45,958 | 3,002,718 |
| Max H. Mitchell | 48,520,090 | 393,141 | 48,439 | 3,002,718 |
| Aaron W. Saak | 48,584,754 | 331,128 | 45,788 | 3,002,718 |
| John S. Stroup | 48,540,460 | 362,981 | 58,229 | 3,002,718 |
| James L. L. Tullis | 45,174,054 | 3,744,724 | 42,892 | 3,002,718 |
Proposal 2
The stockholders ratified the selection of Deloitte & Touche LLP as independent auditors for the Company for 2023.
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| For | Against | Abstain | Broker non-votes |
| 51,186,138 | 693,815 | 84,435 | 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 21, 2023.
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| For | Against | Abstain | Broker non-votes |
| 47,127,841 | 1,722,825 | 111,004 | 3,002,718 |
Proposal 4
The stockholders approved, on an advisory basis, that the frequency with which we ask stockholders to approve the compensation paid by the Company to certain executive officers be one year.
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| One Year | Two Years | Three Years | Abstain | Broker non-votes |
| 47,988,608 | 65,608 | 846,426 | 61,028 | 3,002,718 |
In accordance with the recommendation of the Company’s Board of Directors on this matter and these voting results, the Company has determined to hold an advisory, nonbinding vote to approve the compensation of the Company’s named executive officers each year until the next stockholder vote on the frequency of such advisory, non-binding votes. A stockholder vote on the frequency of such advisory, non-binding votes is required to be held at least once every six years.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
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| Item 9.01 | Financial Statements and Exhibits. |
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| (d) | | Exhibits |
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| Exhibit No. | | Description of Exhibit |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | | CRANE NXT, CO. |
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| June 7, 2023 | | | By: | | /s/ Paul G. Igoe |
| | | | | Paul G. Igoe |
| | | | | Senior Vice President, General |
| | | | | Counsel and Secretary |