Enpro Inc 8-K, filed Dec 1, 2021
Enpro Inc. (NPO)
8-K
2021-12-01
For: 2021-11-28
View Original
Added on
April 12, 2026
About this 8-K
Enpro Inc filed this 8-K on December 1, 2021, reporting on events of November 28, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): November 28, 2021
| (Exact name of Registrant, as specified in its charter) | ||
| (State or other jurisdiction | (Commission file number) | (I.R.S. Employer | ||||||||||||
| of incorporation) | Identification No.) | |||||||||||||
| (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 | ||||||
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.
As previously reported, on August 2, 2021, the Board of Directors (the “Board”) of EnPro Industries, Inc., (the “Company”) appointed Eric A. Vaillancourt as the Company’s Interim President and Chief Executive Officer and announced the commencement of a search process to identify a permanent President and Chief Executive Officer. On November 28, 2021, the Board appointed Mr. Vaillancourt as the Company’s President and Chief Executive Officer. In connection with the appointment of Mr. Vaillancourt to these positions, on November 28, 2021, the Board expanded the size of the Board from nine to ten and elected Mr. Vaillancourt as a director to fill the resulting vacancy on the Board. In addition, the Board appointed Mr. Vaillancourt as Chair of the Executive Committee of the Board.
In connection with the appointment of Mr. Vaillancourt as President and Chief Executive Officer, on November 28, 2021 the Compensation and Human Resources Committee of the Board increased his annual base salary rate to $800,000 commencing on November 29, 2021 and, to reflect Mr. Vaillancourt’s responsibilities as President and Chief Executive Officer, including with respect to the period from August 2, 2021 for his service as Interim President and Chief Executive Officer, took the following actions to increase the amounts of his long-term incentive compensation and to align such awards, to the extent practical, to the terms of the respective form of awards made to him and the Company’s other executive officers as part of the annual award cycle in February 2021:
•awarded him restricted stock units for 4,712 shares of common stock to vest, subject to Mr. Vaillancourt’s continued employment, in equal installments on February 16, 2022, February 16, 2023 and February 16, 2024;
•awarded him stock options to purchase 10,265 shares of common stock at an exercise price of $106.10 per share (the closing price per share of the Company’s common stock on the New York Stock Exchange on Friday, November 26, 2021, which was the last trading day preceding the date of the award), which stock options vest and become exercisable, subject to Mr. Vaillancourt’s continued employment, in equal installments on February 25, 2022, February 25, 2023 and February 25, 2024; and
•awarded him additional long-term incentive performance share units that are denominated in share units and payable in cash (“Performance Shares Awards”), having the same terms and conditions, including threshold, target and maximum performance levels and performance measure (i.e., the Company’s total shareholder return compared to the same measure of the S&P SmallCap 600 Capital Goods (Industry Group) Index), as the Performance Share Awards granted to the Company’s executive officers in February 2021 for the three-year performance cycle ending December 31, 2023 (except that the performance period for the Performance Share Awards granted to Mr. Vaillancourt is the three-year period ending December 31, 2024), with a payout based on the value of 3,534 shares of the Company’s common stock upon achievement at the target performance level.
Item 7.01 Regulation FD Disclosure.
On November 29, 2021, the Company issued a press release announcing the appointment of Mr. Vaillancourt as the Company’s President and Chief Executive Officer. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
2
The information furnished in Item 7.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
3
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: December 1, 2021
| ENPRO INDUSTRIES, INC. | |||||||||||
| By: | /s/ Robert S. McLean | ||||||||||
| Robert S. McLean | |||||||||||
| Executive Vice President, General Counsel and Secretary | |||||||||||
4
Exhibit 99.1
| News Release | EnPro Industries, Inc. | |||||||
| 5605 Carnegie Boulevard | ||||||||
| Charlotte, North Carolina 28209-4674 | ||||||||
| Phone: 704-731-1500 | ||||||||
| www.enproindustries.com | ||||||||
| Investor Contacts: | James Gentile | ||||
| Vice President, Investor Relations | |||||
| Jenny Yee | |||||
| Corporate Access Specialist | |||||
| Phone: | 704-731-1527 | ||||
| Email: | investor.relations@enproindustries.com | ||||
Enpro Names Eric Vaillancourt President and Chief Executive Officer
CHARLOTTE, N.C., November 29, 2021-- EnPro Industries, Inc. (NYSE: NPO), a diversified industrial technology company, today announced that its Board of Directors has appointed Eric A. Vaillancourt as President and Chief Executive Officer and as a member of the Company’s Board effective immediately. Mr. Vaillancourt has served as Interim President and Chief Executive Officer since August 2021 and previously served as President of Enpro’s Sealing Technologies segment.
David Hauser, Chairman of the Board of Directors, commented, “The Board of Directors unanimously concluded that Eric is the right executive to lead Enpro during this pivotal and exciting period in the company’s history. He has earned the trust of our colleagues over many years and has a strong track record of driving disciplined growth, market and geographic expansion, profitability, and skillful capital allocation. Eric has been critical in shaping Enpro’s strategic agenda in recent years and has played a key role in developing the clear vision for our company’s future. I am confident in Eric’s ability to continue to work with the talented Enpro team to build on our strong momentum and deliver enhanced value for shareholders.”
“I am humbled to lead the exceptionally talented Enpro team as we work together to capitalize on the compelling growth opportunities ahead of us,” said Mr. Vaillancourt. “With our optimized portfolio, robust free cash flow profile and the disciplined processes we have implemented across the organization, Enpro has never been in a stronger position. I am energized to build upon our solid foundation as we continue to reshape Enpro into a leading industrial technology company.”
Mr. Vaillancourt joined Enpro in 2009 as Vice President, Sales & Marketing at Garlock, where he served until 2012, when he was elevated to President, Garlock. In 2018, Mr. Vaillancourt led Stemco through the implementation of the division’s optimization plans. Upon completion of reshaping activities at Stemco in 2020, he was promoted to President, Sealing Technologies segment. Prior to joining Enpro, Mr. Vaillancourt held positions of increasing responsibility at BlueLinx Corporation since 1988, culminating in his position as Regional Vice President, North-Sales and Distribution. He graduated from The State University of New York – Empire State and completed the Advanced Management Program at Harvard Business School.
About Enpro
Enpro is an industrial technology company focused on unique applications across many end-markets, including semiconductor, photonics, industrial process, aerospace, food and pharma and life sciences. For more information about Enpro, visit the company’s website at http://www.enproindustries.com.
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