Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 16, 2022     CRANE CO. (Exact name of registrant as specified in its charter)     DELAWARE (State or other jurisdiction of incorporation)   Delaware   1-1657   13-1952290 (State or other jurisdiction of incorporation or organization)   (Commission File Number)   (I.R.S. Employer Identification No.)   100 First Stamford Place Stamford CT   06902 (Address of Principal Executive Offices)   (Zip Code) Registrant’s telephone number, including area code: 203 - 363-7300 N/A (Former name or former 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: ☐ 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   Name of each exchange on which registered Common Stock, par value $1.00   CR   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.  ☐         1 SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT   ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Mr. Donald G. Cook retired from the Board of Directors of Crane Co. (the “Company”) on May 16, 2022, in accordance with the Company’s director retirement policy.   ITEM 5.07 Submission of Matters to a Vote of Security Holders The Company’s Annual Meeting of Stockholders was held on May 16, 2022. The voting results were as follows (vote totals may not sum to the total votes cast because of rounding fractional shares): 1. The following nine Directors were elected to serve until the 2023 Annual Meeting of Stockholders.   Martin R. Benante    Votes for      47,925,336   Votes against      1,046,999   Abstained      139,984   Broker non-votes      2,641,843   Michael Dinkins    Votes for      48,273,937   Votes against      781,529   Abstained      56,853   Broker non-votes      2,641,843   Ronald C. Lindsay    Votes for      48,811,572   Votes against      239,266   Abstained      61,481   Broker non-votes      2,641,843     2 Ellen McClain    Votes for    48,811,011 Votes against    251,459 Abstained    49,849 Broker non-votes    2,641,843 Charles G. McClure, Jr.    Votes for    48,301,239 Votes against    752,150 Abstained    58,930 Broker non-votes    2,641,843 Max H. Mitchell    Votes for    48,910,203 Votes against    136,843 Abstained    65,273 Broker non-votes    2,641,843 Jennifer M. Pollino    Votes for    48,667,311 Votes against    393,847 Abstained    51,161 Broker non-votes    2,641,843 John S. Stroup    Votes for    48,827,877 Votes against    219,981 Abstained    64,461 Broker non-votes    2,641,843   3 James L. L. Tullis    Votes for    47,563,246 Votes against    1,486,127 Abstained    62,946 Broker non-votes    2,641,843 2. The stockholders ratified the selection of Deloitte & Touche LLP as independent auditors for the Company for 2022.   Votes for    50,379,212 Votes against    1,320,062 Abstained    54,888 Broker non-votes    0 3. The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on April 15, 2022.   Votes for    47,270,754 Votes against    1,713,286 Abstained    128,279 Broker non-votes    2,641,843 4. The stockholders approved and adopted the Agreement and Plan of Merger, dated as of February 28, 2022, by and among the Company, Crane Holdings, Co., a Delaware corporation and wholly-owned subsidiary of the Company (“Crane Holdings”), and Crane Transaction Company, LLC (“Merger Sub”), a Delaware limited liability company and wholly-owned subsidiary of Crane Holdings, pursuant to which the Company will merge with Merger Sub, with the Company surviving the merger as a wholly-owned subsidiary of Crane Holdings.   4 Votes for    48,842,467 Votes against    212,806 Abstained    57,046 Broker non-votes    2,641,843   5 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.       CRANE CO. May 16, 2022           By:   /s/ Anthony M. D’Iorio     Name:   Anthony M. D’Iorio     Title:   Senior Vice President, General Counsel and Secretary   6