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): February 11, 2025
CRANE NXT, CO.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
| | | | | | | | | | | |
| Delaware | 1-1657 | 88-0706021 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| |
| 950 Winter Street 4th Floor North | Waltham | MA | 02451 |
| (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 |
| 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
| | | | | |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Jennifer Kartono, Senior Vice President and Chief Human Resources Officer of Crane NXT, Co. (the “Company”), will depart from her position with the Company, effective March 1, 2025, and will cease to be an employee, effective April 25, 2025.
In connection with the transition of her role, on February 11, 2025, the Company entered into a separation agreement with Ms. Kartono. Pursuant to the terms of the separation agreement, subject to her execution and non-revocation of a release of claims and continued compliance with the separation agreement (including restrictive covenants referenced therein), in connection with her termination of employment, Ms. Kartono will receive (i) a lump-sum cash payment equal to $440,000, representing one year’s base salary, (ii) a lump-sum cash payment equal to $51,000, representing payout under the Company’s annual incentive plan for 2025, and (iii) a lump-sum cash payment for one year of COBRA expenses of $59,182.80.
The foregoing description of the separation agreement with Ms. Kartono contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of her agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| | | | | |
| Item 9.01 | Financial Statements and Exhibits. |
| | | | | | | | |
| | |
| | |
| |
| | |
| |
| | |
| |
| (d) | | Exhibits |
| | |
| Exhibit No. | | Description of Exhibit |
| 10.1* | | |
| 101 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Certain portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).
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. |
| | | |
| February 12, 2025 | | | | | |
| | | |
| | | By: | | /s/ Paul G. Igoe |
| | | | | Paul G. Igoe |
| | | | | Senior Vice President, General |
| | | | | Counsel and Secretary |
