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): May ~~February 27~~2, 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:

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 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

On(a) ~~February 27, 2024,~~ Enpro Inc. (the “Company”) ~~and~~held J.its ~~Milton~~2024 ~~Childress~~annual ~~II,~~meeting ~~Executive Vice President and Chief Financial Officer~~ of ~~the~~shareholders ~~Company, entered~~on ~~into~~May ~~an Amendment to Management Continuity Agreement dated as of February 27~~2, 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(b) aThe ~~result~~following ofsets ~~the~~forth ~~entry into~~ the ~~Amendment,~~voting ~~the~~results ~~Company~~on iseach noof ~~longer~~the ~~party~~matters tovoted ~~any~~upon ~~agreement~~at ~~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.~~annual meeting:

~~Item~~Proposal 91.~~01.~~ ~~Financial~~Election ~~Statements~~of ~~and Exhibits.~~Directors

~~(d) Exhibits~~Each of the following individuals was elected as a director at the annual meeting.

Exhibit Number		Description
Nominee	No. of Votes “For”	No. of Votes “Withheld”
10.1		Amendment to Management Continuity Agreement dated as of February 27, 2024 between Enpro Inc. and J. Milton Childress II
Eric A. Vaillancourt	19,589,528	154,593
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
William Abbey	19,294,069	450,052
Thomas M. Botts	18,954,490	789,631
Felix M. Brueck	19,193,595	550,526
Adele M. Gulfo	19,405,656	338,465
David L. Hauser	18,592,295	1,151,826
John Humphrey	19,147,540	596,581
Ronald C. Keating	19,288,172	455,949
Judith A. Reinsdorf	18,393,859	1,350,262

2There were 412,839 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
18,659,730	1,073,577	10,814	412,839

Proposal 3.

Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2024.

No. of Votes “For”	No. of Votes “Against”	No. of Abstentions	No. of Broker Non-votes
19,631,657	521,130	4,173	—

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
Date: May 3, 2024
	ENPRO INC.	~~ENPRO INC.~~
	By:	~~By:~~/s/ Robert S. McLean	~~/s/ Robert S. McLean~~
		Robert S. McLean	~~Robert S. McLean~~
		Executive Vice President, General Counsel and Secretary	~~Executive Vice President, General Counsel and Secretary~~

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