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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 5, 2011
ENPRO INDUSTRIES, INC.
(Exact name of Registrant, as specified in its charter)
| North Carolina | 001-31225 | 01-0573945 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) | (I.R.S. Employer Identification No.) |
5605 Carnegie Boulevard, Suite 500
Charlotte, North Carolina 28209
(Address of principal executive offices, including zip code)
Charlotte, North Carolina 28209
(Address of principal executive offices, including zip code)
(704) 731-1500
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
(Former name or 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 (see General Instruction
A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 5, 2011, in accordance with previously announced plans, William Dries retired as the
Chief Financial Officer of EnPro Industries, Inc. (the “Company”) and Alexander W. Pease was
appointed as the Company’s Chief Financial Officer. Mr. Dries continues to serve as a Senior Vice
President of the Company until his anticipated retirement from the Company on September 11, 2011,
his 60th birthday.
Mr. Pease joined the Company as a Senior Vice President on February 28, 2011. Biographical
information regarding Mr. Pease is included in Item 5.02 of the Company’s Form 8-K dated January
13, 2011, which information is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | The Company held its 2011 annual meeting of shareholders on May 5, 2011. | ||
| (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.
| No. of Votes | No. of Votes | No. of Broker | ||||||||||
| Nominee | "For" | “Withheld” | Non-votes | |||||||||
J.P. Bolduc |
16,838,640 | 428,030 | ||||||||||
Peter C. Browning |
15,357,360 | 1,909,310 | ||||||||||
Diane C. Creel |
16,836,536 | 430,134 | ||||||||||
Don DeFosset |
16,837,550 | 429,120 | ||||||||||
Gordon D. Harnett |
16,794,345 | 472,325 | ||||||||||
David L. Hauser |
16,842,792 | 423,878 | ||||||||||
Stephen E. Macadam |
16,752,188 | 514,482 | ||||||||||
Wilbur J. Prezzano, Jr. |
16,448,722 | 817,948 | ||||||||||
All Directors |
1,630,904 | |||||||||||
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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.
No. of Votes “For”
|
No. of Votes “Against” |
No. of Abstentions | No. of Broker Non-votes |
|||
| 15,912,018 | 1,337,450 | 17,202 | 1,630,904 |
Proposal 3. Selection, on an advisory basis, of the frequency of future shareholder advisory votes
to approve the compensation of the Company’s named executive officers.
| No. of Votes for “Every One Year” |
No. of Votes for “Every Two Years” |
No. of Votes for “Every Three Years” |
No. of Abstentions | No. of Broker Non-votes |
||||
| 15,484,314 | 19,375 | 1,699,208 | 63,773 | 0 |
Proposal 4. Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered
Public Accounting Firm for 2011.
| No. of Votes “For” | No. of Votes “Against” |
No. of Abstentions | No. of Broker Non-votes |
|||
| 18,287,679 | 604,215 | 5,680 | 0 |
(d) The Company’s Board of Directors has determined to hold an advisory vote of the shareholders to
approve the compensation paid to the Company’s named executive officers at each annual meeting
(every one year) until the next required advisory vote of the shareholders to select the frequency
of future advisory votes on executive compensation.
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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.
Date: May 9, 2011
| ENPRO INDUSTRIES, INC. |
||||
| By: | /s/ Richard L. Magee | |||
| Richard L. Magee | ||||
| Senior Vice President, General Counsel and Secretary | ||||
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