Enpro Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$NPO
Metal Fabrications
Industrials
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): April 30, 2025
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Not Applicable
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(Former name or address, if changed since last report)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
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On April 30, 2025, the shareholders of Enpro Inc. (the “Company”) voted to approve the Enpro Inc. Amended and Restated 2020 Equity Compensation Plan
(the “Equity Plan”). A description of the Equity Plan is included on pages 58 through 64 of the Company’s definitive proxy statement for the annual meeting of shareholders held on April 30, 2025,
filed with the Securities and Exchange Commission on March 24, 2025, which description is incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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(a) The Company held its 2025 annual meeting
of shareholders on April 30, 2025.
(b) The following sets forth the voting
results on each of the matters voted upon at the annual meeting:
Proposal 1. Election of Directors
Each of the following individuals was elected as a director at the annual meeting.
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Nominee
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No. of Votes “For”
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No. of Votes “Withheld”
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Eric A. Vaillancourt
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19,759,204
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89,269
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William Abbey
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19,746,011
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102,462
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Allison K. Aden
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19,812,436
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36,037
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Thomas M. Botts
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19,402,527
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445,946
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Felix M. Brueck
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19,531,163
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317,310
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Adele M. Gulfo
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19,763,661
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84,812
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David L. Hauser
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19,273,062
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575,411
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John Humphrey
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19,560,127
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288,346
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Ronald C. Keating
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19,754,537
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93,936
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Judith A. Reinsdorf
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19,703,605
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144,868
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There were 362,374 broker non-votes on the proposal for the election of directors.
Proposal 2. Adoption of a resolution
approving, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s proxy statement for the annual meeting.
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No. of Votes “For”
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No. of Votes “Against”
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No. of Abstentions
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No. of
Broker Non-votes
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19,245,739
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592,109
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10,625
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362,374
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Proposal 3. Approval of the Equity Plan
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No. of Votes “For”
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No. of Votes “Against”
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No. of Abstentions
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No. of
Broker Non-votes
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19,409,912
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426,245
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12,316
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362,374
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Proposal 4. Ratification of
PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2025
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No. of Votes “For”
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No. of Votes “Against”
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No. of Abstentions
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No. of
Broker Non-votes
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19,698,601
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509,187
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3,059
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—
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| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Enpro Inc. Amended and Restated 2020 Equity Compensation Plan (incorporated by reference to Appendix B to the definitive proxy statement on Schedule 14A filed by Enpro Inc. on
March 24, 2025 (File No. 001-31225))
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104
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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.
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Date: May 1, 2025
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ENPRO INC.
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By:
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/s/ Robert S. McLean
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Robert S. McLean
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Executive Vice President and General Counsel
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