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): May 2, 2024

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 5.07

Submission of Matters to a Vote of Security Holders.

(a)

Enpro Inc. (the “Company”) held its 2024 annual meeting of shareholders on May 2, 2024.

(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	19,589,528	154,593
William Abbey	19,294,069	450,052
Thomas M. Botts	18,954,490	789,631
Felix M. Brueck	19,193,595	550,526
Adele M. Gulfo	19,405,656	338,465
David L. Hauser	18,592,295	1,151,826
John Humphrey	19,147,540	596,581
Ronald C. Keating	19,288,172	455,949
Judith A. Reinsdorf	18,393,859	1,350,262

There were 412,839 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
18,659,730	1,073,577	10,814	412,839

Proposal 3.

Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2024.

No. of Votes “For”	No. of Votes “Against”	No. of Abstentions	No. of Broker Non-votes
19,631,657	521,130	4,173	—

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 3, 2024

	ENPRO INC.

	By:	/s/ Robert S. McLean
		Robert S. McLean
		Executive Vice President, General Counsel and Secretary

Enpro Inc. 8-K