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 26, 2017
ENPRO INDUSTRIES, INC. |
(Exact name of Registrant, as specified in its charter) |
North Carolina | 001-31225 | 01-0573945 | ||
(State or other jurisdiction | (Commission file number) | (I.R.S. Employer | ||
of incorporation | Identification No.) | |||
5605 Carnegie Boulevard, Suite 500 |
Charlotte, North Carolina 28209 |
(Address of principal executive offices, including zip code) |
(704) 731-1500 |
(Registrant’s telephone number, including area code) |
Not Applicable |
(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):
¨ | 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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07 Submission of Matters to a Vote of Security Holders.
(a) EnPro Industries, Inc. (the "Company") held its 2017 annual meeting of shareholders on April 26, 2017.
(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.
Nominee | No. of Votes “For” | No. of Votes “Withheld” | ||
Thomas M. Botts | 19,400,162 | 328,215 | ||
Felix M. Brueck | 19,188,573 | 539,804 | ||
B. Bernard Burns, Jr. | 19,187,254 | 541,123 | ||
Diane C. Creel | 19,186,212 | 542,165 | ||
David L. Hauser | 19,187,409 | 540,968 | ||
John Humphrey | 19,398,487 | 329,890 | ||
Stephen E. Macadam | 19,395,952 | 332,425 | ||
Kees van der Graaf | 19,186,169 | 542,208 | ||
There were 873,902 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.
No. of Votes “For” | No. of Votes “Against” | No. of Abstentions | No. of Broker Non-votes |
18,843,473 | 864,457 | 20,447 | 873,902 |
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 |
16,479,113 | 6,925 | 3,232,408 | 9,931 | 873,902 |
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Proposal 4. Approval of the Amended and Restated Senior Executive Annual Performance Plan.
No. of Votes “For” | No. of Votes “Against” | No. of Abstentions | No. of Broker Non-votes |
19,423,957 | 277,834 | 26,586 | 873,902 |
Proposal 5. Approval of the Amended and Restated Long-Term Incentive Plan.
No. of Votes “For” | No. of Votes “Against” | No. of Abstentions | No. of Broker Non-votes |
19,399,312 | 303,576 | 25,489 | 873,902 |
Proposal 6. Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2017.
No. of Votes “For” | No. of Votes “Against” | No. of Abstentions | No. of Broker Non-votes |
20,435,639 | 156,759 | 9,881 | — |
(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: April 28, 2017
ENPRO INDUSTRIES, INC. | ||
By: | /s/ Robert S. McLean | |
Robert S. McLean | ||
Chief Administrative Officer, General Counsel and Secretary | ||
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