Enpro Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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): February 27, 2024

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5605 Carnegie Boulevard, Suite 500
	Charlotte, North Carolina 28209
(Address of principal executive offices, including zip code)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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).

 

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On February 27, 2024, Enpro Inc. (the “Company”) and J. Milton Childress II, Executive Vice President and Chief Financial Officer of the Company, entered into an Amendment to Management Continuity Agreement dated as of February 27, 2024 (the “Amendment”) to amend the Management Continuity Agreement dated as of January 30, 2006 (the “Agreement”) between the Company and Mr. Childress.  The Agreement provides for the payment of certain sums to Mr. Childress if, within two years after a “change in control” of the Company, his employment is terminated without “cause” or he terminates his employment for “good reason” (as such terms are defined in the Agreement). The Amendment amends the Agreement to eliminate provisions providing for a tax gross-up payment to be made to Mr. Childress with respect to any excise tax due under the federal tax code as a result of the payments and benefits under the Agreement and to include, in lieu thereof, a scale-back provision consistent with the form of such agreements entered into by the Company with its officers since 2012.  Such provision scales back payments under the Agreement in the event that the payments otherwise would be subject to the federal excise tax and such reduction would result in Mr. Childress retaining a larger amount on an after-tax basis.

As a result of the entry into the Amendment, the Company is no longer party to any agreement providing for federal excise tax gross-up payments with respect to employment termination payments to an officer or other employee following a change in control of the Company.

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.

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