Crown Holdings, Inc 8-K, filed Nov 2, 2021
Crown Holdings, Inc. (CCK)
About this 8-K
Crown Holdings, Inc filed this 8-K on November 2, 2021, reporting on events of October 28, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
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CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 29, 2021, Crown Holdings, Inc. (the “Company”) announced the upcoming retirement of Thomas A. Kelly, the Company’s Senior Vice President and Chief Financial Officer, who will retire in January 2022. As a result of Mr. Kelly’s retirement, Kevin C. Clothier, age 53, the Company’s Vice President & Treasurer, will assume the role of Senior Vice President and Chief Financial Officer, effective January 1, 2022.
There are no arrangements or understandings between Mr. Clothier and any other person pursuant to which he was selected as Senior Vice President and Chief Financial Officer. Mr. Clothier does not have any familial relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. Clothier has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Also on October 29, 2021, the Company announced that Ms. Christy L. Kalaus, age 42, the Company’s Assistant Corporate Controller, was promoted to Vice President and Corporate Controller, effective January 1, 2022, and that Mr. David A. Beaver, age 45, the Company’s current Corporate Controller, has been appointed the Company’s new Vice President & Treasurer, effective January 1, 2022.
There are no arrangements or understandings between Ms. Kalaus and any other person pursuant to which she was selected as Vice President and Corporate Controller. Ms. Kalaus does not have any familial relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Ms. Kalaus has an interest requiring disclosure under Item 404(a) of Regulation S-K.
There are no arrangements or understandings between Mr. Beaver and any other person pursuant to which he was selected as Vice President & Treasurer. Mr. Beaver does not have any familial relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. Beaver has an interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure |
On October 29, 2021, the Company issued a press release announcing the changes described in the first paragraph of Item 5.02. A copy of the Company’s press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.
Also on October 29, 2021, the Company issued a press release announcing the changes described in the third paragraph of Item 5.02. A copy of the Company’s press release is being furnished as Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01. | Financial Statements and Exhibits |
(c) Exhibits.
The following are furnished as exhibits to this report.
| 99. 1 | Crown Holdings, Inc. press release dated October 29, 2021. | |
| 99. 2 | Crown Holdings, Inc. press release dated October 29, 2021. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 1, 2021
| CROWN HOLDINGS, INC. | ||
| By: | /s/ David A. Beaver | |
| Name: | David A. Beaver | |
| Title: | Vice President and Corporate Controller | |
Exhibit 99.1
CROWN HOLDINGS, INC. ANNOUNCES THE RETIREMENT OF THOMAS A. KELLY AS ITS CHIEF FINANCIAL OFFICER AND THE APPOINTMENT OF KEVIN C. CLOTHIER AS THE COMPANY’S NEW CFO
YARDLEY, Pa., Oct. 29, 2021 /PRNewswire/ — Crown Holdings, Inc. (NYSE: CCK) today announced that Mr. Thomas A. Kelly, the Company’s Senior Vice President and Chief Financial Officer (CFO), intends to retire in early 2022. Mr. Kevin C. Clothier, the Company’s Vice President & Treasurer, will assume the role of Senior Vice President and Chief Financial Officer, effective January 1, 2022, and will be working closely with Mr. Kelly during the interim period to ensure a smooth transition.
“Tom has been with the Company since 1992 and has served as the CFO since 2013. On behalf of all of Crown, I would like to express my deep gratitude to Tom for his dedication and his outstanding contributions to the Company over these many years,” said Mr. Timothy J. Donahue, the Company’s Chief Executive Officer. “We all wish him the best as he looks forward to retirement.”
Mr. Donahue added: “Mr. Clothier, who has been with the Company since 1993, is uniquely qualified to succeed Tom as CFO, having previously served as Vice President and Corporate Controller and, since 2015 as Vice President and Treasurer. I look forward to continuing to work alongside him in his new role.”
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all other information in this press release consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied in the forward-looking statements. Important factors that could cause the statements made in this press release or the actual results of operations or financial condition of the Company to differ are discussed under the caption “Forward-Looking Statements” in the Company’s Form 10-K Annual Report for the year ended December 31, 2020 and in subsequent filings made prior to or after the date hereof. The Company does not intend to review or revise any particular forward-looking statement in light of future events.
About Crown Holdings, Inc.
Crown Holdings, Inc., through its subsidiaries, is a leading global supplier of rigid packaging products to consumer marketing companies, as well as transit and protective packaging products, equipment and services to a broad range of end markets. World headquarters are located in Yardley, Pennsylvania. For more information visit www.crowncork.com.
For more information, contact:
Thomas A. Kelly, Senior Vice President and Chief Financial Officer, (215) 698-5341, or
Thomas T. Fischer, Vice President, Investor Relations and Corporate Affairs, (215) 552-3720
Exhibit 99.2
CROWN HOLDINGS, INC. ANNOUNCES PROMOTION OF CHRISTY L. KALAUS TO VICE PRESIDENT AND CORPORATE CONTROLLER AND APPOINTMENT OF DAVID A. BEAVER AS VICE PRESIDENT AND TREASURER
YARDLEY, Pa., Oct. 29, 2021 /PRNewswire/ — Crown Holdings, Inc. (NYSE: CCK) today announced that Ms. Christy L. Kalaus, the Company’s Assistant Corporate Controller, was promoted to Vice President and Corporate Controller, effective January 1, 2022, in accordance with the Company’s management succession plan.
Mr. David A. Beaver, the Company’s current Corporate Controller, will serve as the Company’s new Vice President & Treasurer, effective January 1, 2022.
“I would like to congratulate both Christy and Dave on their well-deserved promotions,” said Mr. Timothy J. Donahue, the Company’s Chief Executive Officer. “I believe their considerable finance and accounting expertise and deep understanding of the Company’s business will continue to play an integral part in Crown’s growth and success.”
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all other information in this press release consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or
implied in the forward-looking statements. Important factors that could cause the statements made in this press release or the actual results of operations or financial condition of the Company to differ are discussed under the caption “Forward-Looking Statements” in the Company’s Form 10-K Annual Report for the year ended December 31, 2020 and in subsequent filings made prior to or after the date hereof. The Company does not intend to review or revise any particular forward-looking statement in light of future events.
About Crown Holdings, Inc.
Crown Holdings, Inc., through its subsidiaries, is a leading global supplier of rigid packaging products to consumer marketing companies, as well as transit and protective packaging products, equipment and services to a broad range of end markets. World headquarters are located in Yardley, Pennsylvania. For more information visit www.crowncork.com.
For more information, contact:
Thomas A. Kelly, Senior Vice President and Chief Financial Officer, (215) 698-5341, or
Thomas T. Fischer, Vice President, Investor Relations and Corporate Affairs, (215) 552-3720