Registrant’s telephone number, including area code: i203-i363-7300
N/A
(Former name or former 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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
Name of each exchange on which registered
iCommon
Stock, par value $1.00
iCR
iNew 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 i☐
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. ☐
1
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Crane Co. (the “Company”) held its Annual Meeting of Stockholders on April 26, 2021 (the “Annual Meeting”). At the Annual Meeting,
the Company’s stockholders approved the Crane Co. 2018 Amended and Restated Stock Incentive Plan (the “2018 Amended and Restated Plan”).
A summary of the 2018 Amended and Restated Plan was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2021 (the “Proxy Statement”) under the section titled “Item 4: Proposal to Approve the 2018 Amended & Restated Stock Incentive Plan” and is incorporated herein by reference.
The summary of the 2018 Amended and Restated Plan contained in the Proxy Statement is qualified in its
entirety by reference to the full text of the 2018 Amended and Restated Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders
The Annual Meeting was held on April 26, 2021. The voting results were as follows (vote totals may not sum to the total votes cast because of rounding fractional shares):
1.
The following ten Directors were elected to serve until the 2022 Annual Meeting of Stockholders.
Martin R. Benante
Votes for
50,662,278
Votes against
159,551
Abstained
132,724
Broker non-votes
2,871,667
Donald
G. Cook
Votes for
49,728,670
Votes against
1,097,055
Abstained
128,828
Broker non-votes
2,871,667
Michael Dinkins
Votes for
50,616,819
Votes against
203,925
Abstained
133,809
Broker non-votes
2,871,667
Ronald
C. Lindsay
Votes for
50,694,257
Votes against
131,730
Abstained
128,566
Broker non-votes
2,871,667
Ellen McClain
Votes for
50,671,951
Votes against
156,799
Abstained
125,803
Broker non-votes
2,871,667
2
Charles
G. McClure, Jr.
Votes for
50,628,126
Votes against
193,857
Abstained
132,570
Broker non-votes
2,871,667
Max H. Mitchell
Votes for
50,773,588
Votes against
131,319
Abstained
49,646
Broker non-votes
2,871,667
Jennifer
M. Pollino
Votes for
50,646,259
Votes against
183,500
Abstained
124,794
Broker non-votes
2,871,667
John S. Stroup
Votes for
48,426,548
Votes against
2,391,887
Abstained
136,118
Broker non-votes
2,871,667
James
L.L. Tullis
Votes for
47,413,932
Votes against
3,472,256
Abstained
68,365
Broker non-votes
2,871,667
2. The stockholders ratified the selection of Deloitte & Touche LLP as independent auditors for the Company for 2021.
Votes
for
52,938,724
Votes against
834,721
Abstained
52,775
Broker non-votes
--------
3. The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement.
Votes for
47,460,601
Votes
against
3,354,315
Abstained
139,637
Broker non-votes
2,871,667
3
4. The stockholders approved the 2018 Amended & Restated Stock Incentive Plan.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
5
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.
