Crane Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Metal Fabrications
Industrials
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): April 25, 2024 (April 22, 2024 )
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: 203 -363-7300
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 | ||||||
| | ||||||||
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 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
Crane Company (the “Company”) held its Annual Meeting of Stockholders on April 22, 2024 (the “Annual Meeting”). The voting results were as follows:
Proposal 1
The following nine Directors were elected to serve until the 2025 Annual Meeting of Stockholders.
Martin R. Benante | |||||
Votes for | 49,994,068 | ||||
Votes against | 849,307 | ||||
Abstained | 188,863 | ||||
Broker non-votes | 2,329,901 | ||||
Sanjay Kapoor | |||||
Votes for | 49,826,189 | ||||
Votes against | 645,446 | ||||
Abstained | 560,603 | ||||
Broker non-votes | 2,329,901 | ||||
Ronald C. Lindsay | |||||
Votes for | 48,698,654 | ||||
Votes against | 2,146,613 | ||||
Abstained | 186,971 | ||||
Broker non-votes | 2,329,901 | ||||
Ellen McClain | |||||
Votes for | 50,362,879 | ||||
Votes against | 513,680 | ||||
Abstained | 155,679 | ||||
Broker non-votes | 2,329,901 | ||||
Charles G. McClure, Jr. | |||||
Votes for | 49,909,610 | ||||
Votes against | 933,714 | ||||
Abstained | 188,914 | ||||
Broker non-votes | 2,329,901 | ||||
Max H. Mitchell | |||||
Votes for | 49,791,720 | ||||
Votes against | 1,157,711 | ||||
Abstained | 82,807 | ||||
Broker non-votes | 2,329,901 | ||||
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Jennifer M. Pollino | |||||
Votes for | 49,918,525 | ||||
Votes against | 954,786 | ||||
Abstained | 158,927 | ||||
Broker non-votes | 2,329,901 | ||||
John S. Stroup | |||||
Votes for | 50,019,404 | ||||
Votes against | 475,890 | ||||
Abstained | 536,944 | ||||
Broker non-votes | 2,329,901 | ||||
James L.L. Tullis | |||||
Votes for | 49,903,651 | ||||
Votes against | 1,074,251 | ||||
Abstained | 54,336 | ||||
Broker non-votes | 2,329,901 | ||||
Proposal 2
The stockholders ratified the selection of Deloitte & Touche LLP as independent auditors for the Company for 2024.
Votes for | 52,654,761 | ||||
Votes against | 609,069 | ||||
Abstained | 98,308 | ||||
Broker non-votes | 0 | ||||
Proposal 3
The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on March 7, 2024.
Votes for | 49,863,118 | ||||
Votes against | 1,029,560 | ||||
Abstained | 139,560 | ||||
Broker non-votes | 2,329,901 | ||||
Proposal 4
The stockholders approved, on an advisory basis, that the frequency with which we ask stockholders to approve the compensation paid by the Company to the named executive officers be one year.
One Year | 49,827,471 | ||||
Two Years | 113,798 | ||||
Three Years | 1,022,364 | ||||
Abstain | 68,605 | ||||
Broker non-votes | 2,329,901 | ||||
In accordance with the recommendation of the Company’s Board of Directors on this matter and these voting results, the Company has determined to hold an advisory, nonbinding vote to approve the compensation of the Company’s named executive officers each year until the next stockholder vote on the frequency of such advisory, non-binding votes. A stockholder vote on the frequency of such advisory, non-binding votes is required to be held at least once every six years.
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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (a) | None | |||||||
| (b) | None | |||||||
| (c) | None | |||||||
| (d) | Exhibits | |||||||
| 104 | Cover 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 COMPANY | |||||||||||||||||
| April 25, 2024 | |||||||||||||||||
| By: | /s/ Anthony M. D'lorio | ||||||||||||||||
| Anthony M. D'lorio | |||||||||||||||||
| Executive Vice President, General Counsel and Secretary | |||||||||||||||||
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