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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 6, 2026
____________________________
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 March 9, 2026, the Board of Directors (the
“Board”) of Crane NXT, Co. (the “Company”) appointed Jeffrey Benck to serve as a director of the Board, effective
immediately, for a term expiring at the next Annual Meeting and until his successor is duly elected and qualified. The Company has nominated
Mr. Benck for election to the Board at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”).
Mr. Benck’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 8, 2025,
under the heading “Director Compensation Program” (as such program has been updated from time to time). Mr. Benck’s compensation will be prorated to reflect the
commencement date of his Board service. In addition, the Company and Mr. Benck 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,
2025.
There were no arrangements or understandings pursuant
to which Mr. Benck was elected as director, and there are no related party transactions between the Company and Mr. Benck that would be
reportable under Item 404(a) of Regulation S-K.
On March 6, 2026, James L.L. Tullis, a current
director of the Board, notified the Board that he will not stand for reelection at the Company’s 2026 Annual Meeting. Accordingly,
Mr. Tullis will cease to serve as a director of the Company at the conclusion of the Annual Meeting scheduled for May 21, 2026.
A copy of the Company’s press release announcing
the appointment of Mr. Benck to, and the departure of Mr. Tullis from, the Board is attached hereto as Exhibit 99.1.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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.
March 12, 2026
| |
CRANE NXT, CO. |
| |
|
| |
|
| |
By: |
/s/ Paul G. Igoe |
| |
|
Name: Paul G. Igoe |
| |
|
Title: Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
Crane NXT Announces Appointment of Jeffrey Benck
to Board of Directors
WALTHAM, Mass., March 12, 2026 (GLOBE NEWSWIRE) -- Crane NXT, Co. (NYSE:
CXT) ("Crane NXT" or the "Company"), a global leader in authentication and traceability technologies, today announced
that its Board of Directors (“Board”) has appointed Jeffrey Benck as a Director of Crane NXT.
Mr. Benck brings over 35 years of broad industry experience, as a chief
executive officer and leader of technology companies, spanning software, services and hardware. Since March 2019, Mr. Benck
has served as President, Chief Executive Officer and Director of Benchmark Electronics (NYSE: BHE), a global provider of engineering design
and manufacturing services. Mr. Benck also serves as a Director and Chair of the Human Resource and Governance Committee of UNS Energy
Corporation, the non-public subsidiary of Fortis Inc.
Prior to joining Benchmark Electronics, Mr. Benck served as President
and Chief Executive Officer of Lantronix, global provider of secure data access and management solutions for Internet-of-Things
(IOT) and information technology assets. Prior to Lantronix, Mr. Benck served as President and Chief Executive Officer of Emulex
Corporation, a global supplier of advanced networking, monitoring, and management solutions from July 2013 until Emulex was acquired by
Avago Technologies (now Broadcom, Inc.) in May 2015. Prior to Emulex, Mr. Benck was President and Chief Operating Officer of QLogic Corporation,
a supplier of storage networking solutions. He also spent 18 years at IBM Corporation where he held a variety of senior leadership
roles.
Mr. Benck holds a Master of Science degree in management of technology
from University of Miami and a Bachelor of Science degree in mechanical engineering from Rochester Institute of Technology.
On March 6, 2026, James L.L. Tullis, a current Director of the Board,
notified the Board that he will not stand for reelection at the Company’s 2026 Annual Meeting of Stockholders (the “Annual
Meeting”). Accordingly, Mr. Tullis will cease to serve as a director of the Company at the conclusion of the Annual Meeting scheduled
for May 21, 2026.
John S. Stroup, Chairman of the Crane NXT Board, said: “I am
pleased to welcome Jeff to Crane NXT’s Board of Directors. With over 35 years of experience across technology-driven
businesses, Jeff offers a valuable combination of seasoned leadership and customer-focus that will strengthen our support of Crane
NXT’s strategy. I would also like to thank Jim for his thoughtful perspective and partnership over the past several years,
which have been invaluable to the Company.”
About Crane NXT, Co.
Crane NXT is a global leader in authentication
and traceability technologies. Through its industry-leading businesses, Crane NXT provides customers with advanced technologies to secure
high-value products for governments and leading global brands, sophisticated detection equipment and systems, and proprietary products
to protect identities. Crane NXT’s approximately 5,000 employees help its customers protect their most important assets and ensure
secure, seamless transactions around the world every day. For more information visit www.cranenxt.com.
Investors
Matt Roache
VP, Investor Relations
matthew.roache@cranenxt.com
www.cranenxt.com