Crane NXT, Co. Announces 2024 Annual Meeting of Stockholders

Ticker: CXT · Form: DEF 14A · Filed: Apr 11, 2024 · CIK: 25445

Sentiment: neutral

Topics: Crane NXT, CXT, DEF 14A, Annual Meeting, Proxy Statement

Related Tickers: CXT

TL;DR

<b>Crane NXT, Co. invites stockholders to its virtual Annual Meeting on May 23, 2024, urging participation via proxy.</b>

AI Summary

Crane NXT, Co. (CXT) filed a Proxy Statement (DEF 14A) with the SEC on April 11, 2024. Crane NXT, Co. will hold its virtual Annual Meeting of Stockholders online via live webcast on May 23, 2024, at 10:00 a.m. EDT. Stockholders can attend, vote electronically, and submit questions by visiting www.virtualshareholdermeeting.com/CXT2024. The meeting will not have a physical location. Proxy materials and the 2023 Annual Report are available at www.investors.cranenxt.com/ar. John S. Stroup, Chairman of the Board, urges stockholders to participate by voting their shares by proxy if unable to attend.

Why It Matters

For investors and stakeholders tracking Crane NXT, Co., this filing contains several important signals. This filing is a definitive proxy statement (DEF 14A) for the Annual Meeting, outlining the agenda and voting procedures. The company emphasizes the importance of stockholder participation, providing multiple methods for proxy voting and online attendance.

Risk Assessment

Risk Level: low — Crane NXT, Co. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational disclosures that would indicate high risk.

Analyst Insight

Stockholders should review the proxy materials to understand the proposals and vote their shares to ensure representation at the Annual Meeting.

Key Numbers

Key Players & Entities

FAQ

When did Crane NXT, Co. file this DEF 14A?

Crane NXT, Co. filed this Proxy Statement (DEF 14A) with the SEC on April 11, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Crane NXT, Co. (CXT).

Where can I read the original DEF 14A filing from Crane NXT, Co.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Crane NXT, Co..

What are the key takeaways from Crane NXT, Co.'s DEF 14A?

Crane NXT, Co. filed this DEF 14A on April 11, 2024. Key takeaways: Crane NXT, Co. will hold its virtual Annual Meeting of Stockholders online via live webcast on May 23, 2024, at 10:00 a.m. EDT.. Stockholders can attend, vote electronically, and submit questions by visiting www.virtualshareholdermeeting.com/CXT2024.. The meeting will not have a physical location..

Is Crane NXT, Co. a risky investment based on this filing?

Based on this DEF 14A, Crane NXT, Co. presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational disclosures that would indicate high risk.

What should investors do after reading Crane NXT, Co.'s DEF 14A?

Stockholders should review the proxy materials to understand the proposals and vote their shares to ensure representation at the Annual Meeting. The overall sentiment from this filing is neutral.

How does Crane NXT, Co. compare to its industry peers?

Crane NXT, Co. operates in the miscellaneous fabricated metal products industry, with this filing pertaining to corporate governance and stockholder relations.

Are there regulatory concerns for Crane NXT, Co.?

This filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

Industry Context

Crane NXT, Co. operates in the miscellaneous fabricated metal products industry, with this filing pertaining to corporate governance and stockholder relations.

Regulatory Implications

This filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

  1. Review the proxy statement for details on proposals and voting matters.
  2. Vote your shares by proxy using the internet, phone, or mail.
  3. Attend the virtual Annual Meeting on May 23, 2024, to participate and ask questions.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 Annual Meeting of Stockholders, following the typical structure for such corporate governance documents.

Filing Stats: 4,418 words · 18 min read · ~15 pages · Grade level 15.4 · Accepted 2024-04-11 08:00:57

Key Financial Figures

Filing Documents

: ELECTION OF DIRECTORS

ITEM 1: ELECTION OF DIRECTORS PROPOSAL 1 The Board recommends voting FOR each of the Director Nominees Board Composition Our Corporate Governance Guidelines (the "Guidelines") provide that the Board should generally have from nine to twelve directors, a substantial majority of whom must qualify as independent directors under the listing standards of the NYSE. In addition, the Guidelines provide that any director who has attained the age of 75 as of the record date for the annual meeting of stockholders shall tender his or her resignation from the Board. The Board currently consists of ten members. Max Mitchell has notified the Board that he will not stand for reelection at the Annual Meeting. Accordingly, his term will expire at the conclusion of the Annual Meeting. The remaining nine directors whose terms will expire at the time of the Annual Meeting, but will serve until their successors are duly elected and qualified, are Michael Dinkins, William Grogan, Sandra Joyce, Cristen Kogl, Ellen McClain, David D. Petratis, Aaron W. Saak, John S. Stroup, and James L. L. Tullis. The Board has nominated each of these nine directors for re-election by the stockholders for a one-year term to expire at the 2025 annual meeting of stockholders. The Board has determined that all director nominees other than Mr. Saak are independent. James L.L. Tullis had attained the age of at least 75 as of the Record Date and, in accordance with the Company's director retirement policy, offered to resign. The Nominating and Governance Committee reviewed, in consultation with the Chairman of the Board and the CEO, Mr. Tullis' suitability for continued service as a director and determined that his age will not impair his ability to be an effective contributor to the Board process. The Nominating and Governance Committee recommended that the Board reject Mr. Tullis' offer to resign from the Board, and the Board rejected Mr. Tullis' offer to resign. Director Nominating Procedures The Boar

: Election of Directors

Item 1: Election of Directors Board Composition Our Board takes an active and thoughtful approach to board composition and is focused on building and maintaining a diverse board. In conducting its annual review of director skills and Board composition, the Nominating and Governance Committee determined and reported to the Board its judgment that the Board as a whole demonstrates a diversity of organizational and professional experience, education, skills, and other personal qualities and attributes that enable the Board to perform its duties in a highly effective manner. Board Skills and Experience Our individual Board members have a wide range of skills and experience from within and outside our industry, giving them diverse perspectives from which to oversee the Company's strategy. Our Board members possess expertise in, among other things, acquisitions and other business combinations, diversified industrial operations and manufacturing, international business, corporate finance, human capital management, legal and compliance, and organizational leadership. Summary of Board Skills and Experience Public company multinational CEO experience Public company multinational CFO experience General finance acumen Corporate governance/board experience Mergers & acquisitions Manufacturing operations Expertise with one or more of our end markets Intellectual capital development (human capital) Cyber/Information Security skills Independent Self-Identified Race/Ethnicity African American Hispanic/Latin American White Caucasian Self-Identified Gender Male Female The Board Composition and Board Skills and Experience sections above reflect the Board's nine director nominees. 6

: Election of Directors

Item 1: Election of Directors Board of Directors Nominees Nominees to be Elected for Terms to Expire in 2025 Note: Age calculations for all directors are as of the Record Date. MICHAEL DINKINS Age: 70 Director Since: 2019 Committees: Audit (Chair); Nominating and Governance; Executive President and Chief Executive Officer of Dinkins Financial (consulting firm that helps small businesses gain access to capital). Mr. Dinkins was Executive Vice President and Chief Financial Officer of Integer Holdings Corporation until March 2017. Mr. Dinkins has served as a director of The Shyft Group, Inc. since 2020 and Community Health Systems, Inc. since 2017. Mr. Dinkins has also served as a director of the National Council on Compensation Insurance since 2022. Mr. Dinkins graduated with honors from General Electric's Financial Management Program where he also served as an instructor for five years. Relevant Skills and Experience: Sophisticated financial expertise acquired through public company chief financial officer, chief executive officer and financial, IT and internal audit roles Significant experience with complex leveraged refinancing and equity financing (initial public offering and secondary markets) transactions CFO of a publicly traded company with international operations Expertise in the global integration of acquired companies WILLIAM GROGAN Age: 45 Director Since: 2023 Committees: Audit Senior Vice President and Chief Financial Officer of Xylem Inc. (a global water technology company) since October 2023. Prior to his role at Xylem, Mr. Grogan served as Senior Vice President and Chief Financial Officer of IDEX Corporation (a developer, designer and manufacturer of specialty engineered products) from January 2017 until September 2023. Mr. Grogan also serves on the board of advisors of the Girard School of Business (at Merrimack College). Relevant Skills and Experience: Financial expertise acquired as a public company chief financial o

: Election of Directors

Item 1: Election of Directors SANDRA JOYCE Age: 46 Director Since: 2024 Committees: Audit Vice President, Google Cloud and Head, Mandiant Intelligence at Google LLC since 2022. Executive Vice President, Global Intelligence & Advanced Practices at Mandiant, Inc. from 2020 to 2022. Ms. Joyce held other roles at Mandiant from 2015 to 2020. Relevant Skills and Experience: Extensive cyber/national security expertise gained through over 25 years of experience in the national security sector Global leadership experience driving new product development and guiding companies through growth and change Experience advising senior management teams and boards of government entities and private sector businesses on global business threats CRISTEN KOGL Age: 58 Director Since: 2023 Committees: Nominating and Governance; Management Organization and Compensation Chief Legal Officer, General Counsel and Corporate Secretary of Zebra Technologies Corporation (a global leader in enterprise asset intelligence). Ms. Kogl has served as Zebra's top Legal Officer, through various titles, since September 2018. Ms. Kogl also serves on the Board of Trustees at Lake Forest College since September 2023 and as a director of the U.S. Chamber of Commerce since November 2020. Relevant Skills and Experience: Operational and organizational expertise as an in-house lawyer/corporate generalist for 25+ years managing global legal and compliance teams and as a member of the executive team Personal and organizational commitment to diversity, equity and inclusion; Member of Leadership Council on Legal Diversity Deep experience in mergers & acquisitions, intellectual property, U.S. public company governance and Securities & Exchange Commission regulations, commercial contracting, enterprise and cyber risk management, litigation management, labor and employment relations, government affairs, and compliance functions 8

: Election of Directors

Item 1: Election of Directors ELLEN MCCLAIN Age: 59 Director Since: 2013 Committees: Management Organization and Compensation (Chair); Nominating and Governance Chief Executive Officer of Year Up (not-for-profit provider of job training services) since December 2023 and President of Year Up since 2022. Ms. McClain was Chief Operating Officer of Year Up from 2021 to 2022, and Chief Financial Officer from 2015 to 2021. Ms. McClain has also served as a director of Crane Company since April 2023. Ms. McClain was a director of Horseracing Integrity and Safety Authority from 2021 through August 2023. Relevant Skills and Experience: Financial, operational and organizational expertise gained as chief financial officer, chief operating officer, and president of public and private enterprises Broad experience as a senior executive with responsibility for organizational direction and development, financial expertise, and intellectual capital DAVID D. PETRATIS Age: 66 Director Since: 2023 Committees: Audit Chairman of the Board, President and Chief Executive Officer of Allegion plc (a global provider of mechanical and electronic security products and access solutions) from 2013 to 2022. Mr. Petratis has served as a director of Sylvamo Corporation since 2021 and as Chairman at MasterBrand, Inc. since 2022. Mr. Petratis is also on the University of Northern Iowa Business Executive Advisory Board. Relevant Skills and Experience: Extensive global, industrial management experience serving as chief executive officer of two publicly traded companies Leadership experience in the creation of three spin companies: Allegion from Ingersoll-Rand, Quanex Building Products, and MGE UPS Systems Experience in business portfolio management driving growth through research and development, acquisition and divestment 9

: Election of Directors

Item 1: Election of Directors AARON W. SAAK Age: 50 Director Since: 2023 Committees: Executive President and Chief Executive Officer of the Company since 2023. Prior to his role at Crane NXT, Mr. Saak served as President and CEO, Mobility Solutions at Vontier Corporation (a global technology leader serving the retail convenience market) from June 2022 to November 2022 and President of Gilbarco Veeder-Root, a subsidiary of Vontier Corporation, from February 2018 to June 2022. Relevant Skills and Experience: Significant experience leading global, complex engineered technology businesses for world class industrial organizations Extensive experience with strategic business development and execution, organically and through acquisitions Built strong teams with a high degree of ethics, integrity, collaboration, empowerment, and entrepreneurial spirit Customer focused, process-driven, with a continuous improvement mindset, applying a metrics-oriented approach to driving business performance Proven leader at driving successful profitable growth for all stakeholders JOHN S. STROUP Age: 57 Director Since: 2020 Committees: Executive (Chair); Management Organization and Compensation Operating Advisor of Clayton, Dubilier & Rice (a global private equity manager that invests in and builds businesses) since 2020. Mr. Stroup was President, Chief Executive Officer, and a director of Belden Inc. (a global leader in signal transmission and security solutions) from 2005 to May 2020, Chairman from 2016 to 2020, and Executive Chairman from 2020 to May 2021. Mr. Stroup has also served as a director of Crane Company since April 2023. Mr. Stroup was a director of Tenneco Inc. from 2020 to 2022 and Zurn Elkay Water Solutions Corporation from 2008 to May 2023. Mr. Stroup has also served as a director of Barry-Wehmiller since 2008. Relevant Skills and Experience: More than 30 years of experience in industrial manufacturing of highly engineered products and busines

: Election of Directors

Item 1: Election of Directors JAMES L. L. TULLIS Age: 76 Director Since: 1998 Committees: Nominating and Governance (Chair); Management Organization and Compensation Chairman of Tullis Health Investors, LLC (venture capital investments in the health care industry) since 1988. Mr. Tullis has also served as Chairman of the Board of Crane Company since April 2023, as a director of Alphatec Holdings, Inc. since 2018, and as a director of Lord Abbett & Co. Mutual Funds since 2006 (Chairman from 2017 until December 2023). Mr. Tullis was a director of Exagen Inc. from 2015 to June 2023, and electroCore, Inc. from 2018 to 2020. Relevant Skills and Experience: Executive leadership, financial and organizational expertise gained as chief executive officer of venture capital investment group Significant experience and expertise in management, strategy and governance matters gained as director of several public and private companies, including serving as chairman and on the compensation, nominating and governance, audit and executive committees of public companies 11

: Election of Directors

Item 1: Election of Directors Independent Status of Directors Standards for Director Independence The listing standards of the NYSE, as well as Crane NXT's Corporate Governance Guidelines, require that a majority of the Board be comprised of independent directors. In order for a director to qualify as independent, the Board must affirmatively determine that the director has no material relationship with Crane NXT. The Board has adopted the standards set forth below in order to assist the Nominating and Governance Committee and the Board itself in making determinations of director independence. Any of the following relationships would preclude a director from qualifying as an independent director: The director is or was an employee, or the director's immediate family member is or was an executive officer, of Crane NXT other than as an interim Chairman or interim CEO, unless at least three years have passed since the end of such employment relationship. The director is an employee, or the director's immediate family member is an executive officer, of an organization (other than a charitable organization) that in any of the last three completed fiscal years made payments to, or received payments from, Crane NXT for property or services, if the amount of such payments exceeded the greater of $1 million or 2% of the other organization's consolidated gross revenues. The director has received, or the director's immediate family member has received, direct compensation from Crane NXT, if the director is a member of the Audit Committee or the amount of such direct compensation received during any twelve-month period within the preceding three years has exceeded $120,000 per year, excluding (i) director and committee fees and pension and other forms of deferred compensation for prior services (so long as such compensation is not contingent in any way on continued service); (ii) compensation received as interim Chairman or CEO; or (iii) compensation received by an imm

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