CRANE NXT, CO. Item 1.01 Entry Into a Material Definitive Agreement.
On
Separation and Distribution Agreement
On
The foregoing description of the Separation and Distribution Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation and Distribution Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated into this Item 1.01 by reference.
Transition Services Agreement
On
Item 1.02 Termination of a Material Definitive Agreement.
On
On
Item 2.01 Completion of Acquisition or Disposition of Assets.
Immediately prior to the consummation of the Spin-Off,
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously reported, on
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The description of the Credit Agreement is set forth under Item 1.01 in Crane
NXT's Current Report on Form 8-K filed with the
The information set forth under the section titled "Collateral Agreement" in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under the section titled "Collateral Agreement" in Item 1.01 of this Current Report on Form 8-K and the section titled "Amended and Restated By-laws" in Item 5.03 of this Current Report on Form 8-K are incorporated into this Item 3.03 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation and Appointment of Directors
Effective as of the consummation of the Spin-Off on
Effective as of the consummation of the Spin-Off on
• Aaron Saak : A biography for Aaron W. Saak was included in Crane NXT's
Current Report on Form 8-K filed with the SEC on October 20, 2022 and is
incorporated into this Item 5.02 by reference.
• William Grogan : William Grogan serves as Senior Vice President and Chief
Financial Officer of IDEX Corp. ("IDEX"), which he joined more than a
decade ago. Prior to becoming Chief Financial Officer, Mr. Grogan was the
finance leader of all operations for IDEX, spanning a global
manufacturing footprint that creates mission-critical components for a
wide range of markets. Mr. Grogan previously led store operations finance
for Walgreens. Mr. Grogan has extensive financial expertise acquired as a
public company chief financial officer, including significant experience
in strategic planning and mergers and acquisitions, along with a history
of optimizing capital deployment through a disciplined acquisition
strategy and a consistent philosophy of returning funds to shareholders.
• Cristen Kogl : Cristen Kogl has more than 30 years of legal experience,
serving as Chief Legal Officer, General Counsel and Corporate Secretary
at Zebra Technologies. Ms. Kogl joined Zebra Technologies in 2015 having
previously served as Executive Vice President and General Counsel of
National Express LLC and in legal roles with a number of additional
corporations. Ms. Kogl has operational and organizational expertise from
managing global legal and compliance teams, with experience in mergers &
acquisitions, intellectual property, U.S. public company governance and
SEC regulations, executive compensation, commercial contracting,
enterprise risk management, litigation management, labor relations,
government affairs and compliance functions.
Effective as of the consummation of the Spin-Off on
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Also, effective as of the consummation of the Spin-Off on
•
committee of the Crane NXT Board (the "Audit Committee"). Effective as of
the consummation of the Spin-Off on April 3, 2023 , the Audit Committee
consists of John S. Stroup , Michael Dinkins and William Grogan , with
Michael Dinkins serving as the chair of the Audit Committee.
•
organization and compensation committee of the Crane NXT Board (the
"Compensation Committee"). Effective as of the consummation of the
Spin-Off on April 3, 2023 , the Compensation Committee consists of Ellen
McClain , James L. L. Tullis and Cristen Kogl , with Ellen McClain serving
as the chair of the Compensation Committee.
•
additional members of the nominating and governance committee of the
Crane NXT Board ("Nominating Committee"). Effective as of the
consummation of the Spin-Off on April 3, 2023 , the Nominating Committee
consists of Cristen Kogl , Michael Dinkins , Ellen McClain and James L. L.
Tullis, with James L. L. Tullis serving as the chair of the Nominating
Committee.
•
members of the executive committee of the Crane NXT Board (the "Executive
Committee"). Effective as of the consummation of the Spin-Off on April 3,
2023 , the Executive Committee consists of John S. Stroup , Michael Dinkins
. . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Certificate of Amendment to the Certificate of Incorporation
On
The foregoing description of the Certificate of Amendment and Certificate of Incorporation does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment and Certificate of Incorporation, copies of which are filed as Exhibits 3.1 and 3.2, respectively, hereto and are incorporated into this Item 5.03 by reference.
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Amended and Restated By-laws
In addition, on
• The Amended and Restated By-laws have been amended to provide that
stockholder nominations of directors must comply with Rule 14a-19 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Among other things, a stockholder's notice regarding the nomination of a
director at a stockholders meeting must include, among other things, the
information required by Rule 14a-19 of the Exchange Act and a stockholder
providing such notice must agree to update and supplement its notice to
provide evidence that the stockholder has solicited proxies from holders
representing at least sixty-seven percent (67%) of the voting power of
the shares entitled to vote in the election of directors and to provide
such update prior to the deadline set forth in Article II, Section 12 of
the Amended and Restated By-laws.
• The Amended and Restated By-laws have been amended to include a new
provision which provides that, subject to certain exceptions, unless
Crane NXT consents in writing to the selection of an alternative forum,
the Court of Chancery of the State of Delaware will be the sole and
exclusive forum for (i) any derivative action or proceeding brought on
behalf of Crane NXT, (ii) any action asserting a claim of breach of a
duty (including breach of any fiduciary duty) owed by any current or
former director, officer, stockholder, employee or agent of Crane NXT to
Crane NXT or Crane NXT's stockholders, (iii) any action asserting a claim
against Crane NXT or any current or former director, officer,
stockholder, employee or agent of Crane NXT arising out of or relating to
any provision of the DGCL, the Certificate of Incorporation or the
Amended and Restated By-laws (each, as in effect from time to time) or
(iv) any action asserting a claim against Crane NXT or any current or
former director, officer, stockholder, employee of agent of Crane NXT
governed by the internal affairs doctrine of the State of Delaware .
• The Amended and Restated By-laws provide that, at any meeting of
stockholders, the chairman of such meeting or the Crane NXT Board may
adjourn such meeting. Previously, a vote of the holders of a majority of
Crane NXT's shares present at such meeting was required to adjourn a
meeting of stockholders. The Amended and Restated By-laws also contain
provisions about notices, if any, that may be required in connection with
an adjourned or postponed meeting of stockholders and lists of
stockholders entitled to vote at meetings of stockholders.
• The Amended and Restated By-laws provide that a stockholder may authorize
another person to act as a proxy for such stockholder, but limits the
proxy to three years unless such proxy provides for a longer period of
time.
• The Amended and Restated By-laws clarify that stockholder meetings may be
held solely by means of remote communication in the manner authorized by
the DGCL.
The Amended and Restated By-laws also contain changes of a technical or
conforming nature to several other sections, including to reflect the
Item 8.01 Other Events Press Releases
On
On
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On
Receipt of Dividend
On
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses or funds acquired.
The Audited Combined Carve-Out Financial Statements of Crane NXT (A Business of
Due to
(d) Exhibits. Exhibit No. Description 2.1 Separation and Distribution Agreement, dated as ofApril 3, 2023 , by and betweenCrane Holdings, Co. andCrane Company * 3.1 Certificate of Amendment to the Certificate of Incorporation ofCrane NXT, Co. , dated as ofApril 3, 2023 3.2 Amended and Restated Certificate of Incorporation ofCrane NXT, Co. , dated as ofMay 16, 2022 3.3 Amended and Restated By-laws ofCrane NXT, Co. , dated as ofApril 3, 2023 10.1 Transition Services Agreement, dated as ofApril 3, 2023 , by and betweenCrane Holdings, Co. andCrane Company * 10.2 Tax Matters Agreement, dated as ofApril 3, 2023 , by and betweenCrane Holdings, Co. andCrane Company 10.3 Employee Matters Agreement, dated as ofApril 3, 2023 , by and betweenCrane Holdings, Co. andCrane Company * 10.4 Intellectual Property Matters Agreement, dated as ofApril 3, 2023 , by and betweenCrane Holdings, Co. andCrane Company * 10.5 Collateral Agreement, dated as ofMarch 31, 2023 , by and amongCrane Holdings, Co. , the subsidiary grantors thereto andJPMorgan Chase, N.A. , as administrative agent* 99.1 Press Release ofCrane NXT, Co. , datedMarch 28, 2023 8
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99.2 Press Release ofCrane NXT, Co. , datedMarch 28, 2023 99.3 Press Release ofCrane NXT, Co. , datedApril 3, 2023 99.4 Audited Combined Carve-Out Financial Statements of Crane NXT (A Business ofCrane Holdings, Co. ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Registrant agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the
request.
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