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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): July 25, 2023
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
Waltham
MA
02451
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: 610-430-2510
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 classTrading SymbolName of each exchange on which registered
Common Stock, par value $1.00 CXTNew 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. ☐

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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 25, 2023, the Board of Directors (the "Board") of Crane NXT, Co. (the "Company") appointed David D. Petratis to serve as a Director, effective immediately, for a term expiring at the Company's 2024 Annual Meeting of Stockholders and until his successor is duly elected and qualified. Also effective as of July 25, 2023, the Board appointed Mr. Petratis to serve on the Audit Committee of the Board.

Mr. Petratis’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 21, 2023, under the heading “Director Compensation Program”. Mr. Petratis’s compensation will be prorated to reflect the commencement date of his Board and Audit Committee service. In addition, the Company and Mr. Petratis will enter into an indemnification agreement substantially in the form filed as Exhibit 10(iii)(j) to the Company's Annual Report on Form 10-K for the period ended December 31, 2022.

There were no arrangements or understandings pursuant to which Mr. Petratis was elected as director, and there are no related party transactions between the Company and Mr. Petratis that would be reportable under Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing the appointment of Mr. Petratis to the Crane NXT, Co. Board is attached hereto as Exhibit 99.1.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01Financial Statements and Exhibits.
(d)  Exhibits
Exhibit No.Description of Exhibit
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
 
 CRANE NXT, CO.
July 31, 2023 By: /s/ Paul G. Igoe
  Paul G. Igoe
Senior Vice President, General
  Counsel and Secretary


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image_0a.jpg
Contact:
Jason D. Feldman
Vice President, Investor Relations
203-363-7329
www.cranenxt.com

Crane NXT, Co. Announces Appointment of David D. Petratis to Board of Directors

WALTHAM, MA, (July 27, 2023) – Crane NXT, Co. (NYSE: CXT) ("Crane NXT" or the "Company"), a premier industrial technology company, announced that its Board of Directors has appointed David D. Petratis as a Director of Crane NXT.
Mr. Petratis has built a career as an Executive Leader and Board Director of multinational technology-focused companies. From 2013 to 2022, he served as Chairman of the Board, President and Chief Executive Officer of Allegion plc, a global provider of security and access solutions. His additional prior roles included Chairman, President and Chief Executive Officer of Quanex Building Products Corporation (2008 to 2013), and senior leadership positions at Schneider Electric, MGE UPS Systems Americas and Square D Company. Mr. Petratis is a Director of Sylvamo Corporation and has been Chairman of the Board of MasterBrand, Inc. since its separation from Fortune Brand Innovations, Inc. His Board and advisory experience includes Gardner Denver; the University of Northern Iowa Business Executive Advisory Board; the University of California Irvine Graduate School of Management; the California State (Fullerton) Quality Advisory Board; Project Independence (a community agency in Costa Mesa, California, for the developmentally disabled); the National Electrical Manufacturers Association (NEMA); and the International Electrical Safety Foundation.
John S. Stroup, Chairman of the Crane NXT Board, said: “David’s extensive experience managing and advising post-separation companies, along with his expertise in business strategy development and acquisitions, will be an invaluable addition to the Crane NXT Board. I am delighted to welcome him to the Board, and l look forward to working with him as Crane NXT continues to successfully execute on its growth strategy.”

About Crane NXT, Co.

Crane NXT is a premier industrial technology company that provides trusted technology solutions to secure, detect, and authenticate what matters most to its customers. Crane NXT is a pioneer in advanced micro-optics technology for securing physical products, and its sophisticated electronic equipment and associated software leverages proprietary core capabilities with detection and sensing technologies. Crane NXT has approximately 4,000 employees with global operations and manufacturing facilities in the United States, the United Kingdom, Mexico, Japan, Switzerland, Germany, Sweden, and Malta. For more information, visit www.cranenxt.com.

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