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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): March 27, 2024

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.

On April 2, 2024, the Board of Directors (the “Board”) of Crane NXT, Co. (the “Company”) appointed Sandra Joyce to serve as a director of the Board, effective immediately, for a term expiring at the next Annual Meeting and until her successor is duly elected and qualified. Also effective as of April 2, 2024, the Board appointed Ms. Joyce to serve on the Audit Committee of the Board.

Ms. Joyce’s compensation will be consistent with the Company’s previously disclosed director compensation program for non-employee directors, which is described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on April 21, 2023, under the heading “Director Compensation Program”. Ms. Joyce’s compensation will be prorated to reflect the commencement date of her Board and Audit Committee service. In addition, the Company and Ms. Joyce will enter into an indemnification agreement substantially in the form filed as Exhibit 10(iii)(g) to the Company's Annual Report on Form 10-K for the period ended December 31, 2023.

There were no arrangements or understandings pursuant to which Ms. Joyce was elected as director, and there are no related party transactions between the Company and Ms. Joyce that would be reportable under Item 404(a) of Regulation S-K.

On March 27, 2024, Max Mitchell, the Company’s former Chief Executive Officer and a current director of the Board, notified the Board that he will not stand for reelection at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Accordingly, Mr. Mitchell will cease to serve as a director of the Company at the conclusion of the Annual Meeting on May 23, 2024.

A copy of the Company’s press release announcing the appointment of Ms. Joyce to, and the departure of Mr. Mitchell from, the Board is attached hereto as Exhibit 99.1.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS


Item 9.01			Financial Statements and Exhibits.









(d)						Exhibits

Exhibit No.						Description of Exhibit
99.1						Press Release dated April 2, 2024, issued by Crane NXT, Co.

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.

CRANE NXT, CO.

April 2, 2024

By:

/s/ Paul G. Igoe

Paul G. Igoe

Senior Vice President, General

Counsel and Secretary

EX-99.1 2 exhibit991-pressreleasexap.htm EX-99.1 Document

Exhibit 99.1

Crane NXT Announces Appointment of Sandra Joyce to Board of Directors

WALTHAM, Mass. - April 2, 2024 - Crane NXT, Co. (NYSE: CXT) ("Crane NXT" or the "Company"), a premier industrial technology company, today announced that its Board of Directors has appointed Sandra Joyce as a Director of Crane NXT.

Ms. Joyce brings over two decades of experience in cybersecurity and national security working with both government entities and in the private sector to advise leaders and boards on global business threats. She is currently Vice President at Google Cloud and Head of Mandiant Intelligence at Google, where she leads Mandiant’s Global Threat Intelligence Business. She joined Google with its acquisition of Mandiant (formerly FireEye, Inc.) in 2022, and has served in a variety of leadership roles at Mandiant since 2015. Prior to joining Mandiant, Ms. Joyce worked in Intelligence & Mission Support at Battelle Memorial Institute (2003 to 2015), where she worked directly with government agencies around the world. Ms. Joyce is an active Lieutenant Colonel in the U.S. Air Force Reserves and serves on the board of the National Intelligence University. She also is a member of the Silverado Policy Accelerator Strategic Council, Aspen Institute Cyber Working Group, and Institute of Science & Technology Ransomware Task Force.

As previously announced, in connection with Crane NXT’s separation from Crane Company, Max H. Mitchell joined the Crane NXT board for a transitionary period to support the separation. With the separation now complete and the appointment of Ms. Joyce, he will step down from the Board effective May 23, 2024.

John S. Stroup, Chairman of the Crane NXT Board, said: “I am delighted to welcome Sandra to Crane NXT’s Board. Her deep expertise in cybersecurity and threat intelligence, coupled with her experience working with governments around the world will be a tremendous asset as Crane NXT continues to successfully execute on its growth strategy. Additionally, I want to thank Max for his contributions and thoughtful insights over the past year, all of which have been invaluable in helping to successfully establish Crane NXT as a public company.”

About Crane NXT, Co.

Crane NXT is a premier industrial technology company that provides trusted technology solutions to secure, detect, and authenticate what matters most to its customers. Crane NXT is a pioneer in advanced micro-optics technology for securing physical products, and its sophisticated electronic equipment and associated software leverages proprietary core capabilities with detection and sensing technologies. Crane NXT has approximately 4,000 employees with global sales, research and development, and operations facilities in the United States, the United Kingdom, Mexico, Japan, Germany, Sweden, and Malta. For more information, visit www.cranenxt.com.

Crane NXT Contact:

Rima Hyder

Vice President, Investor Relations

rima.hyder@cranenxt.com