Carpenter Technology Corp AGM 2026

Please go ahead. Good morning, and welcome to the 2026 annual meeting of stockholders of Carpenter Technology Corporation.

I am Tony Thene, Chairman, President, and Chief Executive Officer of Carpenter Technology. The company is again hosting our meeting virtually this year, which we believe allows us to reach a greater number of our stockholders. Following the conclusion of the business to be conducted at this meeting, we will answer questions that are presented. Before we get to the business portion of the annual meeting, I would like to provide a few brief opening comments regarding fiscal year 2026. First, safety remains our top priority. We continue to work toward our goal of a zero injury workplace. In fiscal year 2026, our total case incident rate was 1.4, placing Carpenter Technology among the safest manufacturing companies in the world.

We will only be satisfied when we achieve a zero injury workplace, a target we firmly believe is possible. Turning to our financial performance, fiscal year 2026 was another defining year for Carpenter Technology. In fiscal year 2026, we delivered the highest earnings in company history, surpassing the record we set just last year. That performance reflects the strength of our market position, our broad solutions portfolio, and our unique capabilities. We are proud of those achievements. At the same time, our focus remains on what comes next. We believe Carpenter Technology is still in the early stages of a multi-year growth journey. That journey is supported by strong aerospace and defense demand, differentiated capabilities, and investments that will help drive future earnings and cash flow growth. To capture that opportunity, we must continue to lead with safety, execute with discipline, and stay relentlessly focused on serving our customers.

In fiscal year 2026, we also made meaningful progress on our long-term strategic priorities. Our brownfield capacity expansion project remains on schedule and on budget, strengthening our competitive advantage and adding capacity to meet growing customer demand. Our strong cash generation and balance sheet support our balanced capital allocation approach, investing in high return growth opportunities while returning cash to shareholders. As we enter fiscal year 2027, we do so with confidence, momentum, and a clear vision for the future. We remain committed to creating long-term value for our shareholders, serving our customers, supporting our community, and providing opportunities for our employees to succeed. Before I finish my comments, I'd like to take a moment to recognize Colleen S. Pritchett and Howard H. Yu, who officially concluded their tenure on the board immediately prior to today's meeting.

On behalf of the company, I would like to thank them both for their dedicated service to the board of directors. As always, I want to thank you for your continued support and confidence in Carpenter Technology. Now let us turn to the business portion of our meeting. It is approximately 11:00 A.M. Eastern Daylight Time on October 6th, and in accordance with the notice of the meeting, I will call this meeting of stockholders officially to order. Before proceeding to the business of the meeting, I would like to introduce the directors present with us this morning. I will introduce them based on their tenure on the board, starting with the most senior member. Stephen M. Ward, Jr. has been a director since 2001 and serves as Lead Independent Director of the board.

Mr. Ward is the retired President and Chief Executive Officer of Lenovo Group Limited and is the Chairperson of the board's Corporate Governance Committee. Steven E. Karol, who is nominated for a three-year term today, has been a director since 2012 and is the Managing Partner and founder of Watermill Group. Mr. Karol serves as Chairperson of the board's Strategy Committee. I am Tony Thene, and I am also nominated for a three-year term today. I have been a director of the company since 2015 when I became Carpenter Technology's President and Chief Executive Officer. I currently serve as Chairman, President, and Chief Executive Officer. Kathleen Ligocki has been a director since 2017. Ms. Ligocki last served as CEO of Agility Fuel Solutions and serves as Chairperson of the board's Human Capital Management Committee. Dr. Viola L. Acoff has been a director since 2019.

Dr. Acoff is the Dean of the School of Engineering and Professor of Mechanical Engineering at the University of Mississippi, and serves as Co-chairperson of the board's Science, Technology, and Sustainability Committee. Dr. A. John Hart has been a director since 2019. Dr. Hart is the Class of 1922 Professor and Head of the Department of Mechanical Engineering at the Massachusetts Institute of Technology. He also serves as Co-chairperson of the board's Science, Technology, and Sustainability Committee. Charles D. McLane, Jr., who is nominated for a three-year term today, has been a director since 2020. Mr. McLane is the retired Executive Vice President and Chief Financial Officer of Alcoa Corporation and serves as chairperson of the board's Audit/Finance Committee. Ramin Younessi has been a director since 2021. Mr. Younessi is a retired group president of the Construction Industries group of Caterpillar Inc. Julie A.

Beck has been a director since February 2025. Ms. Beck is Senior Vice President, Chief Financial Officer, and Treasurer of MSA Safety Incorporated. Kenneth J. Giacobbe has been a director since August of this year. Mr. Giacobbe is the retired Executive Vice President and Chief Financial Officer of Howmet Aerospace Inc. Additionally, we are joined here today by Katie Wall of PricewaterhouseCoopers, our independent auditors. I would also like to introduce James Dee, who is Carpenter Technology's Senior Vice President, General Counsel, and Secretary. Mr. Dee will act as secretary of this meeting, and I will ask him to deal with the meeting's procedural issues.

Thank you, Mr. Chairman. The company has appointed Mr. James J. Rate of American Election Services LLC to act as Inspector of Elections. Mr. Rate will assist with the tabulation of proxies and ballots at this meeting. Mr. Rate has previously signed an oath to execute his duties as inspector with strict impartiality and to the best of his ability. This oath will be filed with the records of this meeting. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to two questions. Please note that no one attending this meeting, via the webcast or telephone, is permitted to use any audio recording device.

The board of directors fixed August 7, 2026, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that the documents, including the notice of this meeting, were mailed on or about September 11, 2026, to all stockholders as of the record date. The stockholder list shows that as of the record date, there were 49,558,566 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Elections that there are represented in person or by proxy at this meeting shares of common stock representing at least a majority of the shares entitled to vote on matters at this meeting. Because more than a majority of Carpenter Technology's outstanding shares of common stock are represented here today, a quorum is present.

The meeting is duly constituted, and we may proceed with the business of the meeting.

Thank you, Mr. Dee. Now I will present the matters to be voted upon. First proposal to be acted upon by the stockholders is the election of three directors to serve for a term of three years. In accordance with Carpenter Technology's bylaws, stockholders desiring to nominate directors must provide advance written notice prior to the annual meeting. Because no stockholder notices of director nominations were received this year, we will only entertain a motion to nominate the nominees listed in the proxy statement. The persons nominated by the board of directors for election at this meeting are Steven E. Karol, Charles D. McLane Jr., and me, Tony Thene. Proposal two is the ratification of the board of directors' appointment of PricewaterhouseCoopers LLP as Carpenter Technology's independent registered public accounting firm for fiscal year 2027.

Final proposal submitted for stockholder action this morning is an advisory vote to approve the compensation of our named executive officers. Our stockholders previously indicated that their preference was to hold such a vote on an annual basis, and the board has elected to do so. Although this is a non-binding vote, the Human Capital Management Committee and the board will consider the results of the vote when making future compensation decisions. The polls for the matters to be voted on at this annual meeting are now open. Most stockholders have already submitted proxies or voted by telephone or internet. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there.