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


  
ENPRO 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)


(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))

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

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.01 par value
  
NPO
  
New York Stock Exchange

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.

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.

(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.

Nominee
No. of Votes “For”
No. of Votes “Withheld”
Eric A. Vaillancourt
19,759,204
89,269
William Abbey          
19,746,011
102,462
Allison K. Aden          
19,812,436
36,037
Thomas M. Botts
19,402,527
445,946
Felix M. Brueck          
19,531,163
317,310
Adele M. Gulfo          
19,763,661
84,812
David L. Hauser          
19,273,062
575,411
John Humphrey          
19,560,127
288,346
Ronald C. Keating
19,754,537
93,936
Judith A. Reinsdorf
19,703,605
144,868

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.

No. of Votes “For”
No. of Votes “Against”
No. of Abstentions
No. of
Broker Non-votes
19,245,739
592,109
10,625
362,374

Proposal 3.          Approval of the Equity Plan

No. of Votes “For”
No. of Votes “Against”
No. of Abstentions
No. of
Broker Non-votes
19,409,912
426,245
12,316
362,374

Proposal 4.          Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2025

No. of Votes “For”
No. of Votes “Against”
No. of Abstentions
No. of
Broker Non-votes
19,698,601
509,187
3,059
—

Item 9.01
Financial Statements and Exhibits.
 
(d)      Exhibits
 
 
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))
     
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 

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 1, 2025
  
   
 
ENPRO INC.
     
 
By:
/s/ Robert S. McLean

 
Robert S. McLean

 
Executive Vice President and General Counsel