Crane NXT, Co 8-K, filed Apr 28, 2020
Crane NXT, Co. (CXT)
8-K
2020-04-28
For: 2020-04-28
View Original
Added on
April 07, 2026
About this 8-K
Crane NXT, Co filed this 8-K on April 28, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 28, 2020 (April 27, 2020)
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
(Address of Principal Executive Offices) | (Zip Code) | ||
Registrant’s telephone number, including area code: 203 -363-7300
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:
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 | Name of each exchange on which registered |
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. ☐
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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 |
Mr. R. S. Evans retired from the Board of Directors of Crane Co. (the “Company”) on April 27, 2020, in accordance with the Company’s director retirement policy.
Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders was held on April 27, 2020. As of the close of business on February 28, 2020, the record date for the Annual Meeting, there were 59,198,459 shares of common stock entitled to vote, of which there were 53,790,316 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on three matters: (1) the election of nine directors for a one-year term expiring at the 2021 Annual Meeting of Stockholders, (2) the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020, and (3) the approval, on an advisory basis, of the compensation paid to certain executive officers. The voting results were as follows (vote totals may not sum to the total votes cast because of rounding fractional shares):
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1. The following nine Directors were elected to serve until the 2021 Annual Meeting of Stockholders.
Martin R. Benante | ||
Votes for | 49,746,569 | |
Votes against | 240,873 | |
Abstained | 78,264 | |
Broker non-votes | 3,724,610 | |
Donald G. Cook | ||
Votes for | 49,266,445 | |
Votes against | 739,072 | |
Abstained | 60,189 | |
Broker non-votes | 3,724,610 | |
Michael Dinkins | ||
Votes for | 49,606,423 | |
Votes against | 362,841 | |
Abstained | 96,442 | |
Broker non-votes | 3,724,610 | |
Ronald C. Lindsay | ||
Votes for | 49,752,042 | |
Votes against | 238,528 | |
Abstained | 75,136 | |
Broker non-votes | 3,724,610 | |
Ellen McClain | ||
Votes for | 49,645,868 | |
Votes against | 355,640 | |
Abstained | 64,197 | |
Broker non-votes | 3,724,610 | |
Charles G. McClure, Jr. | ||
Votes for | 49,729,921 | |
Votes against | 255,238 | |
Abstained | 80,547 | |
Broker non-votes | 3,724,610 | |
Max. H. Mitchell | ||
Votes for | 49,723,822 | |
Votes against | 271,417 | |
Abstained | 70,466 | |
Broker non-votes | 3,724,610 | |
Jennifer M. Pollino | ||
Votes for | 49,632,857 | |
Votes against | 371,951 | |
Abstained | 60,898 | |
Broker non-votes | 3,724,610 | |
James L. L. Tullis | ||
Votes for | 45,646,715 | |
Votes against | 4,244,102 | |
Abstained | 174,888 | |
Broker non-votes | 3,724,610 | |
A nominee for the Board of Directors in an uncontested election is elected if more votes are cast in favor of the nominee than are cast against the nominee by the holders of shares present in person or represented by proxy and entitled to vote at the meeting. Abstentions and broker non-votes are not treated as votes cast and therefore had no effect on the election of Directors.
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2. The stockholders approved the selection of Deloitte & Touche LLP as independent auditors for the Company for 2020.
Votes for | 52,110,436 | |
Votes against | 1,629,698 | |
Abstained | 50,181 | |
Broker non-votes | — | |
Approval of this proposal required the affirmative vote of a majority of the votes cast by the holders of shares of common stock present in person or represented by proxy and entitled to vote at the meeting. Abstentions and broker non-votes are not treated as votes cast and therefore had no effect on this proposal.
3. The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement.
Votes for | 47,296,621 | |
Votes against | 2,621,038 | |
Abstained | 148,046 | |
Broker non-votes | 3,724,610 | |
Approval of this proposal required the affirmative vote of a majority of the votes cast by the holders of shares of common stock present in person or represented by proxy and entitled to vote at the meeting. Abstentions and broker non-votes are not treated as votes cast and therefore had no effect on this proposal.
SECTION 8 - OTHER EVENTS
Item 8.01 | Other Events |
On April 28, 2020, the Company issued a press release announcing Mr. Evans’ retirement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 | Financial Statements and Exhibits. |
(a) | None | ||
(b) | None | ||
(c) | None | ||
(d) | Exhibits | ||
99.1 | |||
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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.
CRANE CO. | |||||
April 28, 2020 | |||||
By: | /s/ Anthony M. D'Iorio | ||||
Anthony M. D'Iorio | |||||
Vice President, General Counsel and | |||||
Secretary | |||||
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Document and Entity Information | As of | ||
4/28/2020 | |||
Entity Central Index Key | |||
Amendment Flag | |||
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Exhibit 99.1 | ||||
Crane Co. | News | |||
Contact: | ||||
Jason D. Feldman | ||||
Director, Investor Relations | ||||
203-363-7329 | ||||
www.craneco.com | ||||
Longtime Board Chairman of Crane Co. to Retire After 47 Years with the Company
STAMFORD, CONNECTICUT - April 28, 2020 - Crane Co. (NYSE: CR), a diversified manufacturer of highly engineered industrial products, announced that the Chairman transition disclosed in the Company’s proxy statement on March 13, 2020 has been completed. Crane Co.’s Chairman, R.S. Evans, has retired in accordance with the Company’s director retirement policy. James L. L. Tullis, a Crane Co. Director since 1998, became Chairman upon Mr. Evans’ retirement.
Max Mitchell, Crane Co. President and Chief Executive Officer, stated “Shell Evans has devoted 47 years to Crane, including 36 years as Chairman, and 17 years as CEO. It would be difficult to overemphasize the impact that he has had at Crane over that time, driving substantial change to the Company’s portfolio, operations, strategy, and culture. He leaves a rich legacy at Crane, including the consistent and singular focus on building shareholder value while adhering to the tenets of the R.T. Crane resolution. I thank Shell for his years of inspiration and guidance, and I look forward to continuing to work with the Board, including our new Chairman, Jim Tullis, as we continue to execute on our longstanding strategy.”
R.S. Evans added “It has been an honor to be part of Crane over the last several decades. I am extremely proud of this company and its 12,000 associates, and I am certain that many of Crane’s best years still lie ahead. I would also like to congratulate Jim Tullis on his new role as Chairman. Jim has served on Crane’s Board with me for more than 20 years, and I am confident in his experience and leadership.”
James L. L. Tullis commented “On behalf of the entire Board of Directors, I would like to express our appreciation for Shell’s many years of outstanding service. Shell embodies the R.T. Crane resolution that has served as Crane’s core value statement since the company’s founding and he leaves us all better off for having worked with him. While Shell’s leadership and wisdom will be missed, he has built a strong and effective Board through years of focus on our Board renewal process, and he has overseen the development of a highly capable and deep management team that has proven its ability to execute through wide ranging opportunities and challenges, including in the current pandemic environment.”
About Crane Co.
Crane Co. is a diversified manufacturer of highly engineered industrial products. Founded in 1855, Crane Co. provides products and solutions to customers in the chemicals, oil & gas, power, automated payment solutions, banknote design and production and aerospace & defense markets, along with a wide range of general industrial and consumer related end markets. The Company has four business segments: Fluid Handling, Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials. Crane Co. has approximately 12,000 employees in the Americas, Europe, the Middle East, Asia and Australia. Crane Co. is traded on the New York Stock Exchange (NYSE:CR). For more information, visit www.craneco.com.
This press release may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the management’s current beliefs, expectations, plans, assumptions and objectives regarding Crane Co.’s future financial performance and are subject to significant risks and uncertainties. Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those addressed in these forward-looking statements. Such factors include, among others: uncertainties regarding the extent and duration of the impact of COVID-19 on many aspects of our business; changes in economic, financial and end-market conditions in the markets in which we operate; fluctuations in raw material prices; the financial condition of our customers and suppliers; economic, social and political instability, currency fluctuation and other risks of doing business outside of the United States; competitive pressures, including the need for technology improvement, successful new product development and introduction and any inability to pass increased costs of raw materials to customers; our ability to value and successfully integrate acquisitions, to realize synergies and opportunities for growth and innovation, and to attract and retain highly qualified personnel and key management; a reduction in congressional appropriations that affect defense spending and our ability to predict the timing and award of substantial contracts in our banknote business; adverse effects on our business and results of operations, as a whole, as a result of increases in asbestos claims or the cost of defending and settling such claims; adverse effects as a result of environmental remediation activities, costs, liabilities and related claims; investment performance of our pension plan assets and fluctuations in interest rates, which may affect the amount and timing of future pension plan contributions; and other risks noted in reports that we file with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and subsequent reports filed with the Securities and Exchange Commission. Such reports are available on the Securities Exchange Commission’s website (www.sec.gov). Crane Co. does not undertake to update any forward-looking statements.