npo-20230216

UNITED STATES

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): February 16, 2023


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))

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 February 16, 2023, B. Bernard Burns, Jr., a member of the Board of Directors of EnPro Industries, Inc. (the "Company"), effected his retirement from the Board of Directors by resigning as a director of the Company effective immediately after the filing with the Securities and Exchange Commission of the Company's Form 10-K for the fiscal year ended December 31, 2022 (the "Effective Time"). On February 16, 2023, the Board of Directors of the Company elected Ronald C. Keating as a director to fill the vacancy to be created by Mr. Burns' retirement at the Effective Time.

Mr. Burns was not eligible for election as a director at the Company's 2023 annual meeting of shareholders under the maximum age limitation for director nominations included in the Company's Corporate Governance Guidelines. The Company's Restated Articles of Incorporation limit the maximum size of the Board of Directors to 11, which is the current size of the Board of Directors. Mr. Burns is retiring from the Board of Directors to facilitate the election of Mr. Keating as a director prior to the 2023 annual meeting of shareholders.

Mr. Keating has been appointed to serve on the following committees of the Board of Directors at the Effective Time: the Audit and Risk Management Committee, the Compensation and Human Resources Committee and the Nominating and Corporate Governance Committee. Mr. Keating will receive pro-rata portions of the $90,000 annual cash retainer and $110,000 common stock award paid to the Company's non-employee directors based on his period of service during the fiscal year ending December 31, 2023.

A press release issued by the Company on February 21, 2023 with respect to these matters is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits


(d)			Exhibits:


99.1			Press release of EnPro Industries, Inc. dated February 21, 2023
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: February 21, 2023


			ENPRO INDUSTRIES, INC.

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

Exhibit 99.1

News Release


Investor Contacts:			James Gentile
			Vice President, Investor Relations

			Jenny Yee
			Corporate Access Specialist

Phone:			704-731-1527

Email:			[email protected]


EnPro Industries, Inc. 5605 Carnegie Boulevard Charlotte, North Carolina 28209 www.enproindustries.com

Enpro Elects Ron Keating to Board of Directors

CHARLOTTE, NC – February 21, 2023 – EnPro Industries, Inc. (NYSE: NPO), a leading industrial technology company, has elected Ron Keating to its Board of Directors.

Mr. Keating is currently the President and Chief Executive Officer of Evoqua Water Technologies (NYSE: AQUA), a role he has held since the company’s founding in 2014. At Evoqua, he and his team established the company’s purpose and culture, implemented significant operational and commercial improvements, and successfully integrated 20 acquisitions while expanding the company’s global operations and setting purposeful sustainability goals. In November 2017, Mr. Keating led Evoqua through a successful initial public offering, following which the company continued to perform well. In January 2023, Xylem (NYSE: XYL) announced its agreement to acquire Evoqua at an enterprise value of $7.5 billion in an all-stock transaction, which it expects to close in mid-2023.

“We are pleased to welcome Ron to the Enpro Board,” said David Hauser, Chairman of Enpro. “In his 30-year career, he has a demonstrated track record of leadership and a variety of strategic and operational successes. He drove profitable growth in diverse end markets in each of his leadership roles with a firm commitment to sustainability and diversity. Ron’s senior executive leadership capabilities will benefit Enpro greatly as we execute the company’s conscientious long-term growth strategy.”

Prior to his successful tenure at Evoqua, Mr. Keating served as Chairman, President and Chief Executive Officer of Contech Engineered Solutions, an infrastructure site solution provider. He has held various leadership roles of increasing responsibility at Kennametal Inc. and Ingersoll Rand Inc. He also served on the Board of Directors at US Ecology for five years until Republic Services acquired it in 2022. Mr. Keating received his MBA from the Kellogg School of Management at Northwestern University and received a B.S. in Industrial Distribution from Texas A&M University.

Mr. Keating’s election to the board of directors will be effective immediately following Enpro’s filing of its 2022 Form 10-K with the SEC, which is expected to occur later this month. Mr. Keating will replace Bernard Burns, an Enpro board member since December 2011, who will retire at that time to facilitate Mr. Keating’s election to the board, as the board is currently at the maximum size permitted by Enpro’s charter. Mr. Burns had an accomplished tenure as an Enpro director, including serving as chairman of the board’s Audit and Risk Management Committee, during a time of successful change and portfolio optimization.

“We would like to thank Bernard for his many years of service to Enpro,” said David Hauser, Chairman of Enpro. “We will miss Bernard and his insight, wisdom and passion for our company and our people.”

About Enpro

Enpro is a leading industrial technology company focused on critical applications across many end-markets, including semiconductor, photonics, industrial process, aerospace, food and pharma and life sciences. Enpro is listed on the New York Stock Exchange under the symbol “NPO”. For more information about Enpro, visit the company’s website at http://www.enproindustries.com.

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