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Enpro Inc. (NYSE: NPO) details 2026 annual meeting vote outcomes

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Enpro Inc. reported the results of its 2026 annual shareholder meeting held on April 29, 2026. Shareholders elected eight directors, each receiving between 19,346,217 and 19,666,194 votes "for," with relatively few votes withheld and 357,028 broker non-votes.

Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 19,265,575 votes for, 464,653 against, 22,754 abstentions, and 357,028 broker non-votes. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 19,679,373 votes for, 417,637 against, and 13,000 abstentions.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for highest-supported director 19,666,194 votes Election of director Allison K. Aden
Votes for least-supported director 19,346,217 votes Election of director Thomas M. Botts
Say-on-pay votes for 19,265,575 votes Advisory approval of executive compensation
Say-on-pay votes against 464,653 votes Advisory approval of executive compensation
Auditor ratification votes for 19,679,373 votes Ratification of PricewaterhouseCoopers LLP for 2026
Broker non-votes on director elections 357,028 shares Election of directors proposal
broker non-votes financial
"There were 357,028 broker non-votes on the proposal for the election of directors."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis financial
"Adoption of a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers"
independent registered public accounting firm financial
"Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
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):  April 29, 2026


 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 2026 annual meeting of shareholders on April 29, 2026.

(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
19,629,327
123,655
William Abbey
19,666,103
86,879
Allison K. Aden
19,666,194
86,788
Thomas M. Botts
19,346,217
406,765
Felix M. Brueck
19,420,004
332,978
Adele M. Gulfo
19,665,796
87,186
John Humphrey
19,444,402
308,580
Judith A. Reinsdorf
19,659,583
93,399

There were 357,028 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
19,265,575
464,653
22,754
357,028

Proposal 3.          Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2026

No. of Votes “For”
No. of Votes
“Against”
No. of Abstentions
No. of
Broker Non-votes
19,679,373
417,637
13,000
—

1
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:     April 29, 2026
ENPRO INC.
     
     
 
By:
/s/ Robert S. McLean
   
Robert S. McLean
   
Executive Vice President and General Counsel


2

Source: View Original Filing on SEC EDGAR

FAQ

What did Enpro Inc. (NPO) shareholders decide at the 2026 annual meeting?

Shareholders elected eight directors, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, based on strong majority support across all three proposals.

Were all Enpro Inc. (NPO) director nominees elected in 2026?

Yes, all eight Enpro Inc. director nominees were elected, each receiving over 19.3 million votes "for" and relatively few votes withheld, indicating broad shareholder support for the company’s board slate at the 2026 annual meeting.

How did Enpro Inc. (NPO) shareholders vote on executive compensation in 2026?

Shareholders approved Enpro Inc.’s executive compensation on an advisory basis, with 19,265,575 votes for, 464,653 against, 22,754 abstentions, and 357,028 broker non-votes, signaling overall support for the pay programs disclosed in the proxy statement.

Which audit firm did Enpro Inc. (NPO) shareholders ratify for 2026?

Enpro Inc. shareholders ratified PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026, with 19,679,373 votes for, 417,637 against, and 13,000 abstentions, confirming continued support for the current external auditor.

What are broker non-votes in Enpro Inc.’s 2026 shareholder results?

Broker non-votes are shares held in street name not voted on certain proposals. Enpro Inc.’s director elections and advisory say-on-pay vote each reflected 357,028 broker non-votes, which count toward quorum but not as votes for or against those items.

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