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 27, 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:
|
|
|
|
|
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 27, 2024, Enpro Inc. (the “Company”) and J. Milton Childress II, Executive Vice President and Chief Financial Officer of the Company,
entered into an Amendment to Management Continuity Agreement dated as of February 27, 2024 (the “Amendment”) to amend the Management Continuity Agreement dated as of January 30, 2006 (the “Agreement”) between the Company and Mr. Childress. The
Agreement provides for the payment of certain sums to Mr. Childress if, within two years after a “change in control” of the Company, his employment is terminated without “cause” or he terminates his employment for “good reason” (as such terms are
defined in the Agreement). The Amendment amends the Agreement to eliminate provisions providing for a tax gross-up payment to be made to Mr. Childress with respect to any excise tax due under the federal tax code as a result of the payments and
benefits under the Agreement and to include, in lieu thereof, a scale-back provision consistent with the form of such agreements entered into by the Company with its officers since 2012. Such provision scales back payments under the Agreement in
the event that the payments otherwise would be subject to the federal excise tax and such reduction would result in Mr. Childress retaining a larger amount on an after-tax basis.
As a result of the entry into the Amendment, the Company is no longer party to any agreement providing for federal excise tax gross-up payments with
respect to employment termination payments to an officer or other employee following a change in control of the Company.
| Item 9.01. |
Financial Statements and Exhibits.
|
(d) Exhibits.
|
|
|
|
|
|
|
Amendment to Management Continuity Agreement dated as of February 27, 2024 between Enpro Inc. and J. Milton Childress II
|
|
|
|
|
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 29, 2024
|
|
|
|
|
|
|
|
ENPRO INC.
|
|
|
|
|
|
By:
|
/s/ Robert S. McLean
|
|
|
|
Robert S. McLean
|
|
|
|
Executive Vice President, General Counsel and Secretary
|
Exhibit 10.1
AMENDMENT TO
MANAGEMENT CONTINUITY AGREEMENT
THIS AMENDMENT dated as of the 27th day of February, 2024, by and between Enpro Inc., a North Carolina corporation (the “Company”), and
J. Milton Childress II (the “Executive”);
WITNESSETH:
WHEREAS, Executive entered into a Management Continuity Agreement with the
Company dated January 30, 2006 (the “Agreement”), to provide financial protection to Executive in the event of a change in control of the Company in order to induce Executive to remain in the employ of the Company notwithstanding any risks
and uncertainties created by the possibility of a change in control of the Company; and
WHEREAS, Executive and the Company desire to amend the Agreement as set forth herein to eliminate the provisions related to certain
excise tax gross-up payments and in lieu thereof provide for a cutback of payments under certain circumstances, all consistent with the Company’s current policy for such agreements;
NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties agree that the Agreement is amended as
follows effective as of the date hereof:
1. Section 9 of the Agreement is amended to read as
follows:
“9. Adjustments to Payments.
(a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any
payment or distribution by the Company to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) would be subject to the excise tax imposed
by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and
penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis
(taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the
Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination.
(b) All determinations required to be made under this Section 9, including whether and when an adjustment to any
Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by PricewaterhouseCoopers LLC (or their successors) (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and to
Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm
hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the
Excise Tax on Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive.”
2. Except as expressly or by necessary implication amended
hereby, the Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by an officer thereunder duly authorized so to do, and Executive
has accepted and executed this Amendment, all as of the day and year first above written.
|
ENPRO INC.
|
|
|
|
|
By:
|
/s/ Robert S. McLean
|
|
|
Name: Robert S. McLean
|
|
|
Title: Executive Vice President, General Counsel and Secretary
|
|
|
|
|
“Company”
|
|
|
|
|
/s/ J. Milton Childress II
|
|
J. Milton Childress II
|
|
“Executive”
|
- 2 -