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): April 26, 2021 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 Crane Co. (the “Company”) held its Annual Meeting of Stockholders on April 26, 2021 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Crane Co. 2018 Amended and Restated Stock Incentive Plan (the “2018 Amended and Restated Plan”). A summary of the 2018 Amended and Restated Plan was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2021 (the “Proxy Statement”) under the section titled “Item 4: Proposal to Approve the 2018 Amended & Restated Stock Incentive Plan” and is incorporated herein by reference. The summary of the 2018 Amended and Restated Plan contained in the Proxy Statement is qualified in its entirety by reference to the full text of the 2018 Amended and Restated Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders The Annual Meeting was held on April 26, 2021. The voting results were as follows (vote totals may not sum to the total votes cast because of rounding fractional shares): 1. The following ten Directors were elected to serve until the 2022 Annual Meeting of Stockholders. Martin R. Benante Votes for 50,662,278 Votes against 159,551 Abstained 132,724 Broker non-votes 2,871,667 Donald G. Cook Votes for 49,728,670 Votes against 1,097,055 Abstained 128,828 Broker non-votes 2,871,667 Michael Dinkins Votes for 50,616,819 Votes against 203,925 Abstained 133,809 Broker non-votes 2,871,667 Ronald C. Lindsay Votes for 50,694,257 Votes against 131,730 Abstained 128,566 Broker non-votes 2,871,667 Ellen McClain Votes for 50,671,951 Votes against 156,799 Abstained 125,803 Broker non-votes 2,871,667 2 Charles G. McClure, Jr. Votes for 50,628,126 Votes against 193,857 Abstained 132,570 Broker non-votes 2,871,667 Max H. Mitchell Votes for 50,773,588 Votes against 131,319 Abstained 49,646 Broker non-votes 2,871,667 Jennifer M. Pollino Votes for 50,646,259 Votes against 183,500 Abstained 124,794 Broker non-votes 2,871,667 John S. Stroup Votes for 48,426,548 Votes against 2,391,887 Abstained 136,118 Broker non-votes 2,871,667 James L.L. Tullis Votes for 47,413,932 Votes against 3,472,256 Abstained 68,365 Broker non-votes 2,871,667 2. The stockholders ratified the selection of Deloitte & Touche LLP as independent auditors for the Company for 2021. Votes for 52,938,724 Votes against 834,721 Abstained 52,775 Broker non-votes -------- 3. The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement. Votes for 47,460,601 Votes against 3,354,315 Abstained 139,637 Broker non-votes 2,871,667 3 4. The stockholders approved the 2018 Amended & Restated Stock Incentive Plan. Votes for 45,191,685 Votes against 3,314,720 Abstained 2,448,148 Broker non-votes 2,871,667 4 SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Financial Statements and Exhibits. (a)    None (b)    None (c)    None (d)    Exhibits 10.1 Crane Co. 2018 Amended & Restated Stock Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. April 26, 2021       By:   /s/ Anthony M. D’Iorio     Anthony M. D’Iorio SVP, General Counsel & Secretary 6 Document and Entity Information As of 4/26/2021 Entity Central Index Key 0000025445 Amendment Flag false 7