1. | Title of each class of securities to which transaction applies: | |
2. | Aggregate number of securities to which transaction applies: | |
3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
4. | Proposed maximum aggregate value of transaction: | |
5. | Total fee paid: |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
1. | Amount previously paid: | |
2. | Form, Schedule or Registration Statement No.: | |
3. | Filing Party: | |
4. | Date Filed: |
1. | To elect three directors to serve for three-year terms until the Annual Meeting of Shareholders in 2014; | |
2. | To consider and vote on a proposal to ratify the selection of Deloitte & Touche LLP as independent auditors for Crane Co. for 2011; | |
3. | To consider and vote on a proposal to approve the Annual Incentive Plan; | |
4. | To approve, by a non-binding advisory vote, the compensation paid by the Company to certain executive officers; | |
5. | To recommend, by a non-binding advisory vote, the frequency with which the shareholders of the Company will be asked to approve the compensation paid by the Company to certain executive officers; and | |
6. | To conduct any other business that properly comes before the meeting, in connection with the foregoing or otherwise. |
Page | ||||
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17 | ||||
29 | ||||
30 | ||||
38 | ||||
40 | ||||
41 | ||||
41 | ||||
41 | ||||
42 | ||||
45 | ||||
45 | ||||
46 | ||||
A-1 |
1
Common Shares
|
||||
Beneficially
|
||||
Owned | ||||
Nominees to be Elected for Terms to Expire in 2014
|
||||
E. THAYER BIGELOW
|
51,041 | |||
Age 69; Director since 1984. Managing Director, Bigelow
Media, New York, NY (advisor to media and entertainment
companies) since September 2000 and Senior Advisor, Time Warner
Inc., New York, NY (media and entertainment) since October 1998.
Other directorships: Huttig Building Products, Inc. since 1999;
Lord Abbett & Co. Mutual Funds since 1994 (lead
independent director of Lord Abbett Family of 42 mutual funds);
Expo TV, Inc. since 2010; Adelphia Communications, Inc.
from 2003 to 2007; R. H. Donnelly, Inc. from April 2009 to
January 2010. Relevant skills and experience: operational and
financial expertise gained by extensive experience as chief
executive and financial officer of and advisor to media and
entertainment companies.
|
2
Common Shares
|
||||
Beneficially
|
||||
Owned | ||||
PHILIP R. LOCHNER, JR.
|
15,318 | |||
Age 68; Director since December 2006. Director of public
companies. Senior Vice President and Chief Administrative
Officer, Time Warner, Inc., New York, NY (media and
entertainment) from 1991 to 1998. A Commissioner of the
Securities and Exchange Commission from 1990 to 1991. Other
directorships: Adelphia Communications from 2005
(post-Chapter 11 filing) to 2008; Apria Healthcare from
1998 to 2008; Gtech Holdings from 2001 to 2006; Monster
Worldwide from 2006 to 2008; Solutia Inc. from 2002 to 2008;
Clarcor Inc. since 1999; CMS Energy Corporation since 2005;
Gentiva Health Services since 2009. Relevant skills and
experience: legal and administrative expertise gained as senior
executive of public company (including certain responsibility
for internal audit, shareholder relations, legal, public
affairs, compensation and benefits, governance, real estate and
other administrative matters); expertise in securities and
disclosure matters gained as a Commissioner of the Securities
and Exchange Commission; expertise in management and governance
matters gained as a director of public companies.
|
||||
RONALD F. MCKENNA
|
23,730 | |||
Age 70; Director since January 2006. Retired December 2005
as Chairman, and December 2004 as President and Chief Executive
Officer, of Hamilton Sundstrand Corporation, a subsidiary of
United Technologies Corporation, Hartford, CT (high technology
products and services for building and aerospace industries).
President and Chief Executive Officer of Hamilton Sundstrand
Corporation from 1999 through December 2004. Other
directorships: Advanced Power Technology, Inc. from 2005 to
2006; Environmental Systems Products Holdings, Inc. from 2006 to
2007. Relevant skills and experience: operational, sales and
manufacturing expertise gained as senior executive officer of
high-technology manufacturing enterprise with particular focus
in aerospace industry.
|
||||
Directors Whose Terms Expire in 2013
|
||||
KAREN E. DYKSTRA
|
22,295 | |||
Age 52; Director since 2004. Former Partner, Plainfield
Asset Management LLC, Stamford, CT (a registered investment
advisor) from January 2007 to December 2010; Chief Operating
Officer and Chief Financial Officer of Plainfield Direct LLC,
Stamford, CT (a direct lending and investment business of
Plainfield Asset Management LLC) from 2006 to 2010. Vice
PresidentFinance and Chief Financial Officer of Automatic
Data Processing, Inc. (ADP), Roseland, NJ (provider
of computerized transaction processing, data communications and
information services) from February 2003 to May 2006. Vice
PresidentFinance of ADP from July 2001 to January 2003.
Corporate Controller of ADP from October 1998 to July 2001.
Other directorships: Gartner, Inc. since 2007; Plainfield Direct
LLC from 2007 to 2010; AOL Inc. since 2009. Relevant skills and
experience: financial expertise gained as controller and chief
financial officer of public company and chief operating officer
and chief financial officer of private investment vehicle.
|
||||
RICHARD S. FORTÉ
|
26,057 | |||
Age 66; Director since 1983. Retired. Chairman, Forté
Cashmere Company, South Natick, MA (importer and manufacturer)
from January 2002 to April 2004. President, Dawson Forté
Cashmere Company (importer) from 1997 to 2001. Other
directorships: Huttig Building Products, Inc. since 1999.
Relevant skills and experience: operational, sales and
manufacturing expertise gained as chairman and chief executive
officer of importing/manufacturing enterprises.
|
3
Common Shares
|
||||
Beneficially
|
||||
Owned | ||||
JAMES L. L. TULLIS
|
26,787 | |||
Age 63; Director since 1998. Chief Executive Officer,
Tullis-Dickerson & Co., Inc., Greenwich, CT (venture
capital investments in the health care industry) since 1986.
Other directorships: Viacell, Inc. from 2005 to 2007; Lord
Abbett & Co. Mutual Funds (42 funds) since 2006.
Relevant skills and experience: financial and organizational
expertise gained as chief executive officer of venture capital
investment group; expertise in management, strategy and
governance matters gained as director of public and private
companies.
|
||||
Directors Whose Terms Expire in 2012
|
||||
DONALD G. COOK
|
17,372 | |||
Age 64; Director since August 2005. General, United States
Air Force (Retired). Commander, Air Education and Training
Command, Randolph Air Force Base, San Antonio, TX from
December 2001 to August 2005. Vice Commander, Air Combat
Command, Langley Air Force Base, Hampton, VA from June 2000 to
December 2001. Vice Commander, Air Force Space Command, Peterson
Air Force Base, Colorado Springs, CO from July 1999 to June
2000. Other directorships: Burlington Northern Santa Fe
Corporation from 2005 to February 2010; Hawker Beechcraft Inc.
since 2007; USAA Federal Savings Bank since 2007; Precision
Turbine Aviation, LLC from 2005 to 2006. Relevant skills and
experience: experience with organizational and intellectual
capital matters gained throughout an extensive career with the
United States Air Force.
|
||||
R. S. EVANS
|
513,143 | |||
Age 66; Director since 1979. Chairman of the Board of Crane
Co. since April 2001. Chairman and Chief Executive Officer of
Crane Co. from 1984 to 2001. Other directorships: HBD
Industries, Inc. since 1989; Huttig Building Products, Inc.
since 1972. Relevant skills and experience: unique familiarity
with the operations, history and culture of the Company gained
as its former Chief Executive Officer and as its Chairman of the
Board of Directors.
|
||||
ERIC C. FAST
|
1,060,948 | |||
Age 61; Director since 1999. President and Chief Executive
Officer of Crane Co. since April 2001. President and Chief
Operating Officer of Crane Co. from September 1999 to April
2001. Other directorships: Automatic Data Processing Inc. since
2007; Convergys Corporation from 2000 to 2007; Regions Financial
Corp. since May 2010. Relevant skills and experience: financial
and transactional experience over a
15-year
career in investment banking; understanding of business
operations, strategy and intellectual capital gained from
management of the Company as President and Chief Executive
Officer.
|
||||
DORSEY R. GARDNER
|
58,745 | |||
Age 68; Director from 1982 to 1986 and since 1989.
President, Kelso Management Company, Inc., Boston, MA
(investment management) since 1980. Other directorships: Huttig
Building Products, Inc. from 2006 to 2007; Kelso Management
Company, Inc. from 1980 to 2010; Otologics, LLC since 2005; The
Thomas Group, Inc. since 2007. Relevant skills and experience:
financial and industry expertise gained as senior executive of
investment management enterprises.
|
4
| provide leadership to the Board and ensure that each director is making an appropriate contribution; | |
| guide the Boards discharge of its duties including monitoring risk management and compliance activities, reviewing corporate strategy and evaluating senior management performance and succession planning; | |
| chair meetings of the Board of Directors and the Annual Meeting of Shareholders; | |
| organize and approve the agendas for Board meetings based on input from directors and the Chief Executive Officer; and | |
| conduct a performance evaluation of the Board. |
5
| The director is or was an employee, or the directors immediate family member is or was an executive officer, of Crane Co. other than as an interim Chairman or interim CEO, unless at least three years have passed since the end of such employment relationship. | |
| The director is or was within the past three years an executive officer or an employee, or the directors immediate family member is or was within the past three years an executive officer, of an organization (other than a charitable organization) that in any of the last three completed fiscal years made payments to, or received payments from, Crane Co. for property or services, if the amount of such payments exceeded the greater of $1 million, or 2% of the other organizations consolidated gross revenues. | |
| The director has received, or the directors immediate family member has received, direct compensation from Crane Co., if the director is a member of the Audit Committee or the amount of such direct |
6
compensation received during any twelve-month period within the preceding three years has exceeded $120,000 per year, excluding (i) director and committee fees and pension and other forms of deferred compensation for prior services (so long as such compensation is not contingent in any way on continued service); (ii) compensation received as interim Chairman or CEO; or (iii) compensation received by an immediate family member for service as a non-executive employee of Crane Co. |
| The director is a current partner of or employed by, or the directors immediate family member is a current partner of, or an employee who participates in audit, assurance or tax compliance (but not tax planning) at, a firm that is the internal or external auditor of Crane Co., or the director was, or the directors immediate family member was, within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Crane Co. audit at that time. | |
| The director is or was employed, or the directors immediate family member is or was employed, as an executive officer of another organization, and any of Crane Co.s present executive officers serves or served on that other organizations compensation committee, unless at least three years have passed since the end of such service or the employment relationship. | |
| The director is a member of a law firm, or a partner or executive officer of any investment banking firm, that has provided services to Crane Co., if the director is a member of the Audit Committee or the fees paid in any of the last three completed fiscal years or anticipated for the current fiscal year exceed the greater of $1 million or 2% of such firms consolidated gross revenues. |
7
Executive Committee:
|
Audit Committee:
|
|
E. T. Bigelow
|
K. E. Dykstra (Chair)
|
|
R. S. Evans (Chair)
|
R. S. Forté
|
|
E. C. Fast
|
D. R. Gardner
|
|
C. J. Queenan, Jr.
|
P. R. Lochner, Jr.
|
Nominating and Governance Committee:
|
Management Organization and Compensation Committee:
|
|
E. T. Bigelow
|
E. T. Bigelow
|
|
D. R. Gardner (Chair)
|
D. G. Cook
|
|
P. R. Lochner, Jr.
|
R. F. McKenna (Chair)
|
|
C. J. Queenan, Jr.
|
J. L. L. Tullis
|
8
| the name and business address of the proposed candidate; | |
| qualifications to be a director of Crane Co.; | |
| a description of what would make the proposed candidate a good addition to the Board; | |
| a description of any relationships that could affect the proposed candidates qualifying as an independent director, including identifying all other public company board and committee memberships; | |
| a confirmation of the proposed candidates willingness to serve as a director if selected by the Nominating and Governance Committee and nominated by the Board; | |
| the name of the shareholder submitting the name of the proposed candidate, together with information as to the number of shares owned and the length of time of ownership; and | |
| any information about the proposed candidate that would, under the SECs proxy rules, be required to be included in our proxy statement if the person were a nominee, including, without limitation, the number of shares of Crane Co. stock beneficially owned by the proposed candidate. |
9
10
Fees Earned or
|
Stock
|
Option
|
||||||||||||||
Paid in Cash
|
Awards
|
Awards
|
Total
|
|||||||||||||
Name
|
($) (1) | ($) (2) | ($) (3) | ($) | ||||||||||||
E. T. Bigelow
|
$ | 96,629 | $ | 41,730 | $ | 29,120 | $ | 167,479 | ||||||||
D. G. Cook
|
$ | 83,500 | $ | 41,730 | $ | 29,120 | $ | 154,350 | ||||||||
K. E. Dykstra
|
$ | 79,500 | $ | 41,730 | $ | 29,120 | $ | 150,350 | ||||||||
R. S. Evans
|
$ | 154,452 | | | $ | 154,452 | ||||||||||
R. S. Forté
|
$ | 69,500 | $ | 42,553 | $ | 29,120 | $ | 141,173 | ||||||||
D. R. Gardner
|
$ | 81,000 | $ | 41,730 | $ | 29,120 | $ | 151,850 | ||||||||
W. E. Lipner(4)
|
$ | 12,011 | $ | 1,190 | | $ | 13,201 | |||||||||
P. R. Lochner, Jr.
|
$ | 38,000 | $ | 82,592 | $ | 29,120 | $ | 149,712 | ||||||||
R. F. McKenna
|
$ | 50,443 | $ | 82,592 | $ | 29,120 | $ | 162,155 | ||||||||
C. J. Queenan, Jr.
|
$ | 65,504 | $ | 41,730 | | $ | 107,234 | |||||||||
J. L. L. Tullis
|
$ | 83,500 | $ | 41,730 | $ | 29,120 | $ | 154,350 |
(1) | Directors who are not employees of Crane Co. receive a standard retainer of $75,000 per year, half of which is payable in cash and half in DSUs. Beginning in April 2008, directors may elect to receive the full annual retainer in DSUs. In addition, non-employee directors receive a retainer of $7,500 per year for service as Chair of a Committee of the Board ($10,000 for service as the Chair of the Audit Committee), $2,000 per year for service as a member of the Executive Committee, and $2,000 for each Board and committee meeting attended. Mr. Evans receives a retainer for his service as non-executive Chairman of the Board, which was increased effective July 25, 2010 from $100,000 to $225,000. | |
(2) | Amounts shown in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 718, with respect to awards of DSUs made during the indicated year. Awards of DSUs during 2010, all pursuant to the 2009 Non-Employee Director Compensation Plan, were as follows: | |
2,068 DSUs on
April 19 in connection with the Annual Meeting, and an aggregate
of 201.47 additional DSUs in connection with the payment of
regular quarterly dividends on Crane Co. stock on March 10,
June 10, September 10 and December 10 to each of
Mr. Lochner and Mr. McKenna;
|
||
1,034 DSUs on
April 19 in connection with the Annual Meeting, and an aggregate
of 134.25 additional DSUs in connection with the payment of
regular quarterly dividends on Crane Co. stock on March 10,
June 10, September 10 and December 10 to
Mr. Forté;
|
||
1,034 DSUs on
April 19 in connection with the Annual Meeting, and an aggregate
of 112.33 additional DSUs in connection with the payment of
regular quarterly dividends on Crane Co. stock on March 10,
June 10, September 10 and December 10 to each of
Ms. Dykstra and Messrs. Bigelow, Cook, Gardner,
Queenan and Tullis; and
|
||
35.3 DSUs on
March 10 in connection with the payment of a regular
quarterly dividend to Mr. Lipner.
|
11
The grant date fair value of each DSU granted on April 19, 2010 was $36.26. At December 31, 2010, Messrs. Lochner and McKenna each held 9,135.24 DSUs, Mr. Forté held 6,000.48 DSUs, and Ms. Dykstra and Messrs. Bigelow, Cook, Gardner, Queenan and Tullis each held 5,062.80 DSUs. | ||
There were no forfeitures of DSUs by any of the directors during the year. The assumptions on which this valuation is based are set forth in Note 12 to the audited financial statements included in Crane Co.s annual report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2011. | ||
(3) | Amounts shown in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 718, with respect to awards of options to purchase shares of Crane Co. stock made during the indicated year. Awards of stock options during 2010, all pursuant to the 2009 Non-Employee Director Compensation Plan, were as follows: Ms. Dykstra and Messrs. Bigelow, Cook, Forté, Gardner, Lochner, McKenna and Tullis, 2,000 options on April 19 in connection with the Annual Meeting. The grant date fair value of each option was $14.56. Mr. Evans and Mr. Queenan do not participate in the Non-Employee Director Compensation Plan. At December 31, 2010, each non-employee director held options, with various grant dates and strike prices, as follows: Mr. Bigelow, 20,000; Mr. Cook, 11,500; Ms. Dykstra, 14,000; Mr. Forté, 10,500; Mr. Gardner, 20,000; Mr. Lochner, 8,833; Mr. McKenna, 10,500; and Mr. Tullis, 20,000. There were no forfeitures of stock options by any of the directors during the year. The assumptions on which this valuation is based are set forth in Note 12 to the audited financial statements included in Crane Co.s annual report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2011. | |
(4) | Mr. Lipner was a member of the Board of Directors from 1999 to the Annual Meeting in April 2010, and did not stand for reelection at that time. |
2010 | 2009 | |||||||
($ in thousands) | ||||||||
Audit fees (a)
|
$ | 4,081 | $ | 3,663 | ||||
Audit-related fees (b)
|
297 | 231 | ||||||
Tax fees (c)
|
563 | 529 | ||||||
All other fees (d)
|
22 | 73 | ||||||
Total
|
$ | 4,963 | $ | 4,496 |
(a) | Audit services consisted of: (i) audit of Crane Co.s annual financial statements; (ii) reviews of Crane Co.s quarterly financial statements; (iii) Sarbanes-Oxley Act, Section 404 attestation matters; and (iv) statutory and regulatory audits, comfort letters, consents and other services related to Securities and Exchange Commission matters. | |
(b) | Audit-related services consisted of (i) benefit plan audit fees paid by Crane Co., (ii) agreed-upon procedures reports and (iii) financial accounting and reporting consultations. | |
(c) | Fees for tax compliance services totaled $406 and $505 in 2010 and 2009, respectively. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute, and obtain government approval for amounts to be included in tax filings. Fees for tax planning and advice services totaled $156 and $24 in 2010 and 2009, respectively. | |
(d) | Fees for all other services billed consisted of fees for software licenses, and services related to inventory. |
2010 | 2009 | |||||||
Ratio of tax planning and advice fees and all other fees to
audit fees, audit-related fees and tax compliance fees
|
3.7 | % | 2.2 | % | ||||
Percentage of non-audit services approved by the Audit Committee
|
100 | % | 100 | % |
12
13
Board of Directors of Crane Co.
R.S. Forté
D.R. Gardner
P.R. Lochner, Jr.
14
BY DIRECTORS AND MANAGEMENT
Title of
Name of
Percent of
Class
Beneficial Owner
Amount and Nature of Beneficial Ownership(1)
Class
Shares
Shares/Share Units
Shares in
Owned
Under
Stock Options
Company
Total Shares
Directly or
Restricted
Exercisable
Savings Plan
Beneficially
Beneficially
Stock Plans(2)
Within 60 Days
(401(k))
Owned
Common
Stock
E. T. Bigelow
30,979
5,062
15,000
51,041
*
D. G. Cook
3,810
5,062
8,500
17,372
*
K. E. Dykstra
10,233
5,062
7,000
22,295
*
R. S. Evans
500,721
12,422
513,143
*
E. C. Fast
381,023
211,905
465,000
3,020
1,060,948
1.8
%
R. S. Forté
12,557
6,000
7,500
26,057
*
D. R. Gardner
46,683
5,062
7,000
58,745
*
P. R. Lochner
350
9,135
5,833
15,318
*
R. F. McKenna
7,095
9,135
7,500
23,730
*
C. J. Queenan
31,669
5,062
36,731
*
J. L. L. Tullis
6,725
5,062
15,000
26,787
*
R. A. Maue
2,700
7,375
26,250
860
37,185
*
A. L. Krawitt
8,216
6,750
11,250
4,391
30,607
*
A. I. duPont
70,221
24,961
135,000
3,877
234,059
*
M. H. Mitchell
34,673
18,750
76,250
1,768
131,441
*
B. L. Ellis
85,179
17,962
181,250
5,228
289,619
*
Other Executive Officers (7 persons)
60,718
57,829
371,250
34,368
524,165
*
Total Directors and Executive Officers as a Group
(23 persons)
1,293,552
400,174
1,339,583
65,934
3,099,243
(3)
5.2
%
*
Less than one percent.
(1)
As determined in accordance with
Rule 13d-3
under the Securities and Exchange Act of 1934.
(2)
Restricted shares are subject to
forfeiture if established service conditions are not met.
(3)
Does not include
7,778,416 shares of Common Stock owned by The Crane Fund
(see Principal Shareholders of Crane Co., page 16); nor
510,471 shares of Common Stock owned by the Crane Fund for
Widows and Children; nor an aggregate of 674,715 shares of
Common Stock held in trusts for the pension plans of Crane Co.
and certain subsidiaries, which shares may be voted and disposed
of in the discretion of the trustees unless the sponsor of a
particular plan directs otherwise. Mr. Krawitt, Mr. duPont
and one other executive officer, Ms. E. M. Kopczick, are
trustees of The Crane Fund and the Crane Fund for Widows and
Children. None of the directors or trustees has any beneficial
interest in, and all disclaim beneficial ownership of, the
shares held by the trusts. In addition, as of February 28,
2011, employees and former employees of Crane Co. held
1,765,409 shares of Common Stock in the Crane Co. Savings
and Investment Plan.
15
35
Amount and
Nature of
Name and Address
Beneficial
Percent
of Beneficial Owner
Ownership
of Class
The Crane Fund (1)
100 First Stamford Place
Stamford, CT 06902
7,778,416
13.3
%
GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580-1435
5,093,900
(2)
8.7
%
(1)
The Crane Fund, a trust established
for the benefit of former employees, is managed by trustees
appointed by the Board of Directors of Crane Co. The incumbent
trustees are A.I. duPont, E. M. Kopczick and A. L. Krawitt, all
of whom are executive officers of Crane Co. Pursuant to the
trust instrument, the shares held by the trust are voted by the
trustees as directed by the Board of Directors, the distribution
of the income of the trust for its intended purposes is subject
to the control of the Board of Directors and the shares may be
sold by the trustees only upon the direction of the Board of
Directors. None of the directors or the trustees has any direct
beneficial interest in, and all disclaim beneficial ownership
of, shares held by The Crane Fund.
(2)
As reported in a Form 13F
filed February 3, 2011 by GAMCO Investors, Inc. et al.,
giving information on shareholdings as of December 31,
2010. The amount shown represents the aggregate of holdings of
Crane Co. stock reported by GAMCO Asset Management, Inc.
(3,744,800 shares) and Gabelli Funds, LLC
(1,349,100 shares). According to documents previously filed
with the Securities and Exchange Commission, each of such
entities is an investment adviser registered under the
Investment Advisers Act of 1940, and a wholly-owned subsidiary
of GAMCO Investors, Inc., which is a New York Stock
Exchange-listed asset management and financial services company.
16
17
18
To attract and retain highly-qualified executives;
To provide those executives with incentives to continuously
improve operating results and to increase shareholder value
without encouraging unnecessary and excessive risk-taking by our
executives;
To provide benefit programs that are competitive with those of
relevant peer companies; and
To ensure continuity in the event of a
change-in-control
transaction.
19
20
21
$
176.5
$
1,429.5
x 9.1
%
$
129.6
$
47.0
$
5.6
$
5.6
$
1.68
22
23
Payout of
Target Bonus
Bank-
Interest
(participants in
Additional
Bank-
Beginning
at 6% on
2010 EVA
Crane Co. EVA
Payout
Total
Ending
Balance
Balance
Award
Plan only)
from EVA Bank (1)
Payout
Balance
$
54,548
$
3,273
$
1,690,424
$
882,000
$
288,719
$
1,170,719
$
577,526
$
59,536
$
3,572
$
507,127
$
207,917
$
120,761
$
328,678
$
241,557
$
99,897
$
5,994
$
507,127
$
178,923
$
144,684
$
323,607
$
289,411
$
130,036
$
7,802
$
563,475
$
232,675
$
156,197
$
388,872
$
312,441
$
411,951
$
24,717
$
315,454
$
$
376,061
$
376,061
$
376,061
$
20,231
$
1,214
$
507,975
$
127,879
$
175,123
$
303,002
$
226,418
(1)
For Messrs. Fast, Maue,
Krawitt and duPont, the amount shown is equal to one-third of
the remaining bank balance after payment of the target bonus and
application of the balance of the 2010 award. For
Mr. Mitchell and Mr. Ellis, who do not have a target
bonus under, respectively, the Fluid Handling Group EVA Plan and
the Merchandising Systems Group EVA Plan, the amount shown is
50% and 66%, respectively, of the sum of the 2010 award plus the
beginning bank balance, if any, and 6% interest on the unpaid
bank balance from the previous year.
24
Crane Co. TSR Relative to
S&P Midcap 400 Capital
PRSU
Vesting
0
%
50
%
100
%
175
%
25
Minimum Ownership Level
$125,001$175,000
2 x Base Salary
3 x Base Salary
4 x Base Salary
5 x Base Salary
26
27
28
29
Change in
Pension Value
and Nonqualified
Non-Equity
Deferred
Stock
Option
Incentive Plan
Compensation
All Other
Name and
Salary
Awards
Awards
Compensation
Earnings
Compensation
Total
Year
($)
($) (1)
($) (2)
($) (3)
($) (4)
($) (5)
($)
2010
$
957,692
$
3,861,200
$
1,961,700
$
1,690,424
$
617,106
$
351,141
$
9,439,263
2009
$
931,731
$
985,800
$
439,400
$
813,000
$
682,131
$
267,341
$
4,119,403
2008
$
950,000
$
3,955,910
(7)
$
867,100
$
0
$
774,316
$
375,893
$
6,923,219
2010
$
277,283
$
173,110
$
139,800
$
507,127
$
3,572
$
33,210
$
1,134,102
2009
$
250,096
$
32,860
$
50,700
$
216,800
$
0
$
42,789
$
593,245
2008
$
255,000
$
36,460
$
66,700
$
0
$
0
$
33,039
$
391,199
2010
$
238,089
$
157,140
$
139,800
$
507,127
$
5,994
$
26,067
$
1,074,217
2009
$
215,220
$
32,860
$
50,700
$
176,150
$
4,100
$
41,390
$
520,420
2008
$
219,440
$
72,920
$
66,700
$
0
$
14,200
$
36,901
$
410,161
2010
$
324,885
$
191,640
$
279,600
$
563,475
$
221,588
$
43,623
$
1,624,811
2009
$
316,506
$
49,290
$
101,400
$
243,900
$
286,952
$
59,266
$
1,057,314
2008
$
322,712
$
397,414
(7)
$
200,100
$
0
$
246,470
$
57,477
$
1,224,173
2010
$
357,889
$
479,100
$
372,800
$
315,454
$
50,641
$
34,986
$
1,610,870
2009
$
307,002
$
131,440
$
101,400
$
150,645
$
69,545
$
46,857
$
806,889
2008
$
313,022
$
218,760
$
200,100
$
650,940
$
41,111
$
45,800
$
1,469,733
2010
$
282,615
$
319,400
$
326,200
$
507,975
$
61,915
$
37,551
$
1,535,656
2009
$
270,644
$
131,440
$
101,400
$
0
$
107,995
$
49,987
$
661,466
2008
$
270,644
$
247,928
(7)
$
200,100
$
249,961
$
58,370
$
44,812
$
1,071,815
2010
$
166,535
$
95,820
$
279,600
$
0
$
0
$
14,907
$
556,862
2009
$
372,692
$
49,290
$
101,400
$
230,350
$
0
$
41,934
$
795,666
2008
$
156,093
$
220,920
$
180,000
$
0
(11)
$
0
$
344,851
$
901,864
(1)
Amounts shown in this column
reflect the grant date fair value computed in accordance with
FASB ASC Topic 718, with respect to awards of time-based and
retirement-based restricted shares of Crane Co. stock or RSUs
made during the indicated year. For details of individual grants
of RSUs during 2010 please see the Grants of Plan-Based Awards
table below. Mr. MacCarrick forfeited the unvested portion
of his previous grants of restricted stock and RSUs, including
the entire grant received in 2010, when his employment
terminated on May 21, 2010; there were no other forfeitures
of restricted shares or RSUs by any of the named executive
officers during the fiscal year. The assumptions on which these
valuations are based are set forth in Note 12 to the
audited financial statements included in Crane Co.s annual
report on
Form 10-K
filed with the Securities and Exchange Commission on
February 28, 2011.
(2)
Amounts shown in this column
reflect the grant date fair value computed in accordance with
FASB ASC Topic 718, with respect to awards of options to
purchase Crane Co. stock made during the indicated year. For
details of individual grants of stock options during 2010 please
see the Grants of Plan-Based Awards table below.
Mr. MacCarrick forfeited the unvested portion of his
previous grants of stock options, including the entire grant
received in 2010, when his employment terminated on May 21,
2010; there were no other forfeitures of Crane Co. stock options
by any of the named executive officers during the fiscal year.
The assumptions on which these valuations are based are set
forth in Note 12 to the audited financial statements
included in Crane Co.s annual report on
Form 10-K
filed with the Securities and Exchange Commission on
February 28, 2011.
30
(3)
Amounts shown in this column for
all named executive officers in 2009 and 2010, and for
Messrs. Mitchell and Ellis in 2008, are additions to the
EVA account in which the named executive officer participates.
For 2008, Messrs. Fast ($248,100), Maue ($12,405), Krawitt
($49,620), duPont ($78,565) and MacCarrick ($82,700), who
participated in the Corporate EVA Incentive Compensation Plan,
received negative awards, resulting in deductions from their EVA
plan balances for 2008. Mr. Ellis, who participates in the
Merchandising Systems EVA Incentive Compensation Plan, received
a negative award resulting in a deduction of ($148,268) from his
EVA plan balance for 2009. In accordance with Securities and
Exchange Commission rules, these deductions are shown as zeroes
in the Summary Compensation Table. For a full explanation of the
operation of the EVA plans please refer to the narrative
disclosure below under Annual Compensation of the Named
Executive Officers and to the Compensation Discussion and
Analysis at page 21.
(4)
The amount shown in this column for
Messrs. Fast, duPont, Mitchell and Ellis includes the
increase in the actuarial present value of the accumulated
benefit under all defined benefit plans (which include the Crane
Co. Pension Plan for Eligible Employees and, in the case of
Messrs. Fast, duPont and Ellis, the Crane Co. Benefit
Equalization Plan) from December 31, 2009 (the pension plan
measurement date used for financial statement reporting purposes
with respect to Cranes audited financial statements for
2009) to December 31, 2010 (the pension plan
measurement date with respect to Cranes audited financial
statements for 2010). For additional information regarding
defined benefit plans, please see the Pension Benefits table
below. Also included is interest earned at a rate of 6% on the
unpaid EVA bank balance from the prior year, as follows:
Mr. Fast, $3,273; Mr. Maue, $3,572; Mr. Krawitt,
$5,994; Mr. duPont, $7,802; Mr. Mitchell, $24,717; and
Mr. Ellis, $1,214. Please see the Compensation Discussion
and Analysis under the caption Design and Operation of
Executive Compensation ProgramEVACorporate EVA
PlanParticipation Percentages; Target Bonuses;
Payouts on page 22.
(5)
Amounts in this column for 2010
include the following:
Personal Use
Company Match
Dividends Paid
Personal Use
of Company-
Contribution
of Employee
on Restricted
of Company
Provided
to Retirement
401(k)
Insurance
Stock/RSUs*
Aircraft**
Car
Account
Contributions
Premiums
$
240,632
$
83,492
$
20,418
$
4,125
$
2,474
$
6,795
$
16,903
$
4,900
$
3,948
$
664
$
6,050
$
10,869
$
4,900
$
3,675
$
573
$
24,220
$
14,437
$
4,125
$
841
$
21,930
$
8,113
$
4,125
$
818
$
20,796
$
13,323
$
2,726
$
706
$
1,950
$
7,645
$
4,900
$
412
*
Dividends are paid on shares of
restricted stock and RSUs at the same rate as on all other
shares of Common Stock.
**
The method of computing the cost of
personal use of the Crane Co. aircraft is described under the
caption Use of Company Aircraft on page 40.
(6)
Mr. Fast also served as acting
Chief Financial Officer from November 14, 2007 to
July 27, 2008.
(7)
Includes retirement shares granted
in January 2008, to participating executives in respect of
retirement benefits accrued for service during 2006 and 2007. No
shares were granted under this program in 2007, and the program
was discontinued in 2008. The amounts attributable to retirement
shares are as follows: Mr. Fast, $708,107; Mr. duPont,
$58,625; and Mr. Ellis, $29,168. In each case, based upon
calculations by Buck Consultants, the Companys pension
actuary, slightly more than one-half of such shares were
attributable to retirement benefits accrued for service during
2007; for Mr. Fast, 15,105 shares were attributable to
2007 service and 13,395 shares were attributable to 2006
service.
(8)
Mr. Maue, who has been Vice
President, Controller of the Company since August 2007, assumed
additional responsibilities, including joint responsibility with
Mr. Krawitt for financial matters, as of May 24, 2010.
(9)
Mr. Krawitt, who has been Vice
President, Treasurer of the Company since September 2006,
assumed additional responsibilities, including joint
responsibility with Mr. Maue for financial matters, as of
May 24, 2010.
(10)
Mr. MacCarrick joined Crane
Co. as Vice President and Chief Financial Officer on
July 28, 2008 and resigned effective May 21, 2010.
(11)
Mr. MacCarrick received in
February 2009 a guaranteed EVA payout of $200,000 pursuant to
terms of employment negotiated in connection with his hiring on
July 28, 2008. This amount is included under All
Other Compensation for 2008. See the Compensation
Discussion and Analysis under the caption Design and
Operation of Executive Compensation
ProgramEVACorporate EVA PlanParticipation
Percentages; Target Bonuses; Payouts on page 22.
31
Estimated Future
All Other
Grant Date
Payouts Under
All Other
Option Awards:
Exercise or
Fair Value
Non-Equity
Stock Awards:
Number of
Base Price
of Stock
Incentive Plan
Number of
Securities
of Option
and Option
Awards-Target
Shares of Stock
Underlying
Awards
Awards
Grant Date (1)
($) (2)
or Units (#)
Options (#)
($/Sh) (3)
($) (4)
N/A
$
1,690,424
January 25, 2010
80,000
$
2,555,200
January 25, 2010
180,000
$
31.94
$
1,677,600
February 22, 2010
40,000
$
1,306,000
February 22, 2010
30,000
$
32.65
$
284,100
N/A
$
507,127
January 25, 2010
3,500
$
111,790
January 25, 2010
15,000
$
31.94
$
139,800
May 24, 2010
2,000
$
61,320
N/A
$
507,127
January 25, 2010
3,000
$
95,820
January 25, 2010
15,000
$
31.94
$
139,800
May 24, 2010
2,000
$
61,320
N/A
$
563,475
January 25, 2010
6,000
$
191,640
January 25, 2010
30,000
$
31.94
$
279,600
N/A
$
315,454
January 25, 2010
15,000
$
479,100
January 25, 2010
40,000
$
31.94
$
372,800
N/A
$
281,737
(5)
N/A
$
226,238
(6)
January 25, 2010
10,000
$
319,400
January 25, 2010
35,000
$
31.94
$
326,200
January 25, 2010
3,000
$
95,820
January 25, 2010
30,000
$
31.94
$
279,600
(1)
All grants were effective as of the
date on which the Compensation Committee voted to approve them.
Awards under the corporate and business unit EVA plans relating
to the 2010 performance of the business and of the individual
were finalized and approved at the January 24, 2011 meeting
of the Compensation Committee.
(2)
The amounts shown are additions to
the EVA account in which the named executive officer
participates, as described in Note 3 to the Summary
Compensation Table and in the Compensation Discussion and
Analysis which begins on page 17. Both the amount of the
EVA pool and the participants percentage of the pool are
approved by the Compensation Committee, based on the performance
of both the business and the individual, in January of the year
following the year to which the award relates. Because there are
no maximum or threshold amounts under
the EVA Plans, the corresponding columns are omitted from the
table.
(3)
The exercise price of options
awarded under the plan in effect at the time of the 2010 annual
grants, the 2009 Stock Incentive Plan, is the fair market value
of Crane Co. stock on the date of grant, determined in
accordance with the terms of that Plan by taking the closing
market price on the date of grant.
(4)
The grant date fair value of each
RSU, calculated in accordance with FASB ASC Topic 718 by taking
the closing trading price on the date of grant, is $31.94 for
the January 25, 2010 grants, $32.65 for the
February 22, 2010 grants and $30.66 for the May 24,
2010 grants. The grant date fair value of each stock option,
calculated in accordance with FASB ASC Topic 718 using the
Black-Scholes option pricing model, is $9.32 for the
January 25, 2010 grants and $9.47 for the February 22,
2010 grants.
(5)
This amount was added to
Mr. Elliss Corporate EVA account.
(6)
This amount was added to
Mr. Elliss Merchandising Systems EVA account.
32
33
Option Awards
Stock Awards
Market Value of
Number of
Number of
Option
Number of Shares or
Shares or Units of
Securities Underlying
Securities Underlying
Exercise
Option
Units of Stock That
Stock That
Unexercised Options
Unexercised Options
Price
Expiration
Have Not Vested
Have Not Vested
(#) Exercisable
(#) Unexercisable (1)
($)
Date
(#) (2)
($) (3)
279,805
$
11,491,591
250,000
0
$
23.23
1/28/2012
100,000
0
$
36.58
1/23/2012
75,000
25,000
(4)
$
36.64
1/29/2013
65,000
65,000
(5)
$
36.46
1/28/2014
32,500
97,500
(6)
$
16.43
1/26/2015
0
180,000
(7)
$
31.94
1/25/2016
0
30,000
(8)
$
32.65
2/22/2016
8,000
$
328,560
7,500
2,500
$
46.48
9/24/2013
5,000
5,000
(5)
$
36.46
1/28/2014
3,750
11,250
(6)
$
16.43
1/26/2015
0
15,000
(7)
$
31.94
1/25/2016
7,500
$
308,025
10,000
0
$
40.75
9/25/2012
3,750
1,250
(4)
$
36.64
1/29/2013
5,000
5,000
(5)
$
36.46
1/28/2014
3,750
11,250
(6)
$
16.43
1/26/2015
0
15,000
(7)
$
31.94
1/25/2016
27,861
$
1,144,251
40,000
0
$
23.23
1/28/2012
40,000
0
$
19.11
1/27/2013
25,000
0
$
36.58
1/23/2012
18,750
6,250
(4)
$
36.64
1/29/2013
15,000
15,000
(5)
$
36.46
1/28/2014
7,500
22,500
(6)
$
16.43
1/26/2015
0
30,000
(7)
$
31.94
1/25/2016
25,500
$
1,047,285
6,250
0
$
36.58
1/23/2012
15,000
7,500
(4)
$
36.64
1/29/2013
15,000
15,000
(5)
$
36.46
1/28/2014
7,500
22,500
(6)
$
16.43
1/26/2015
0
40,000
(7)
$
31.94
1/25/2016
34
Option Awards
Stock Awards
Market Value of
Number of
Number of
Option
Number of Shares or
Shares or Units of
Securities Underlying
Securities Underlying
Exercise
Option
Units of Stock That
Stock That
Unexercised Options
Unexercised Options
Price
Expiration
Have Not Vested
Have Not Vested
(#) Exercisable
(#) Unexercisable (1)
($)
Date
(#) (2)
($) (3)
24,112
$
990,280
40,000
0
$
23.23
1/28/2012
40,000
0
$
19.11
1/27/2013
25,000
0
$
36.58
1/23/2012
22,500
7,500
(4)
$
36.64
1/29/2013
15,000
15,000
(5)
$
36.46
1/28/2014
7,500
22,500
(6)
$
16.43
1/26/2015
0
35,000
(7)
$
31.94
1/25/2016
none
none
none
(1)
Options will vest on the dates
indicated in the corresponding footnote; options also vest upon
normal retirement at or after age 65, or upon termination
after a change in control.
(2)
Shares of restricted stock and RSUs
shown in this column include both time-based and
retirement-based restricted shares. Time-based restricted shares
and RSUs will vest according to the following schedule:
Vesting Date
Fast
Maue
Krawitt
duPont
Mitchell
Ellis
20,000
875
750
1,500
3,750
2,500
15,000
500
500
750
2,000
2,000
20,000
250
500
1,000
1,500
1,500
12,500
1,000
1,500
1,500
10,000
500
500
500
20,000
875
750
1,500
3,750
2,500
15,000
500
500
750
2,000
2,000
20,000
250
500
1,000
1,500
1,500
10,000
500
500
20,000
875
750
1,500
3,750
2,500
15,000
500
500
750
2,000
2,000
10,000
500
500
20,000
875
750
1,500
3,750
2,500
10,000
500
500
*
Grants made in 2007 and 2008. For all other grants, vesting also
occurs upon normal retirement at age 65, or early
retirement at age 62 or older with at least ten years of
service or upon a change in control.
Vesting Date
Fast
duPont
Ellis
5,605
2,311
212
22,600
6,600
2,200
5,600
800
400
28,500
6,900
800
(3)
Computed using a price of $41.07
per share, which was the closing market price of Crane Co. stock
on the last trading day of 2010.
(4)
The unvested portion of this option
grant will vest on January 29, 2011.
(5)
The unvested portion of this option
grant will vest 50% on January 28, 2011 and 100% on
January 28, 2012.
(6)
The unvested portion of this option
grant will vest 33% on January 26, 2011, 67% on
January 26, 2012, and 100% on January 26, 2013.
(7)
The unvested portion of this option
grant will vest 25% on January 25, 2011, 50% on
January 25, 2012, 75% on January 25, 2013, and 100% on
January 25, 2014.
(8)
The unvested portion of this option
grant will vest 25% on February 22, 2011, 50% on
February 22, 2012, 75% on February 22, 2013, and 100%
on February 22, 2014.
Option Awards
Stock Awards
Number of Shares
Value Realized
Number of Shares/Units
Value Realized
Acquired on Exercise
on Exercise
Acquired on Vesting
on Vesting
(#)
($)
(#)
($)
640,000
$
5,477,496
47,500
$
1,434,650
1,250
$
41,615
1,000
$
30,135
100,000
$
669,365
4,050
$
131,434
5,000
$
151,410
100,000
$
1,031,600
9,800
$
162,546
7,500
$
144,448
750
$
22,838
36
Number of
Payments
Years Credited
Present Value
During Last
Service
of Accumulated Benefit
Fiscal Year
Plan Name
(#)
($) (1)
($)
Crane Co. Pension Plan for
11
$
339,541
Eligible Employees
Crane Co. Benefit Equalization Plan
11
$
1,810,679
Crane Co. Pension Plan for
15
$
394,000
Eligible Employees
Crane Co. Benefit Equalization Plan
15
$
538,159
Crane Co. Pension Plan for
7
$
94,438
Eligible Employees
Crane Co. Pension Plan for
14
$
143,122
Eligible Employees
Crane Co. Benefit Equalization Plan
14
$
111,871
(1)
The actuarial present value of each
participants accumulated pension benefit is determined
using the same assumptions and pension plan measurement date
used for financial statement reporting purposes. The actual
retirement benefit at normal retirement date payable under the
Pension Plan for Eligible Employees is subject to an additional
limit under the tax code which, for 2010, does not permit annual
retirement benefit payments to exceed the lesser of $195,000 or
the participants average compensation for the
participants three consecutive calendar years of highest
compensation, subject to adjustment for future years. The dollar
limit is subject to further reduction to the extent that a
participant has fewer than 10 years of service with Crane
Co. or 10 years of participation in the defined benefit
plan.
37
38
39
Change in
Voluntary
Involuntary
Death or
Change in
Control and
Resignation(1)
Termination
Retirement
Disability
Control
Termination
$
1,810,679
$
22,886,838
$
18,588,596
$
17,683,257
$
12,069,117
$
26,280,751
$
312,903
$
1,007,317
$
1,007,317
$
570,117
$
4,385,131
$
272,589
$
1,040,170
$
1,040,170
$
597,436
$
4,249,102
$
538,159
$
890,981
$
2,919,989
$
2,650,910
$
1,456,692
$
5,533,943
$
387,882
$
2,445,321
$
2,445,321
$
1,423,346
$
7,214,547
$
111,871
$
411,195
$
2,304,894
$
2,248,958
$
1,216,698
$
4,414,873
(1)
Amounts in this column represent the present value of benefits
that would be payable over a period of years under the Benefit
Equalization Plan. See Pension Benefits on
page 37.
40
41
net sales; sales of a particular product or line of products;
gross profit; ratio of gross profit to sales;
operating profit; ratio of operating profit to sales (in each
case either before or after taxes and before or after allocation
of corporate overhead and bonuses);
42
net income; earnings per share;
adjusted earnings (including earnings before taxes, earnings
before interest and taxes, or earnings before interest, taxes,
depreciation and amortization);
cash flow from operations; free cash flow;
return on equity, assets, net assets, total capital, or total
invested capital; economic value added models or equivalent
metrics;
share price; total shareholder return (in each case either
absolutely or as compared with a peer group or stock market
index);
financial statement items such as cash, total debt,
shareholders equity, working capital, material costs and
engineering, selling and administrative expenses (in each case
either absolutely or in proportion to another financial
statement item such as assets or sales); or
implementation, completion or attainment of measurable
objectives with respect to specific operational goals and
targets, such as: (i) environmental, health
and/or
safety goals (including lost workday rates); (ii) customer
satisfaction; (iii) inventory turns; (iv) lead time;
(v) on-time delivery; (vi) purchase price index;
(vii) days sales outstanding; (viii) quality;
(ix) research and development; (x) specific
products/projects (including new product introductions); and
(xi) recruitment or retention of personnel.
43
Annual
Incentive Plan
Target Dollar
Value ($)
$
1,100,000
$
293,333
$
293,333
$
293,333
$
306,000
$
278,224
$
4,047,042
$
10,012,185
44
ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
45
46
1.
PURPOSE
2.
DEFINITIONS
A-1
3.
ADMINISTRATION
4.
ELIGIBILITY
5.
PERFORMANCE-BASED
AWARDS
A-2
A-3
6.
IMPACT
OF TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL
7.
MISCELLANEOUS
A-4
A-5
IMPORTANT ANNUAL MEETING INFORMATION Electronic Voting Instructions You can vote by Internet
or telephone! Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may
choose one of the two voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE
LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by
7:00 a.m., Central Time on April 18, 2011. Vote by Internet
Log on to the Internet and go to
www.investorvote.com/cr
Follow the steps outlined on the secured website. Vote by telephone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch
tone telephone. There is NO CHARGE to you for the call.
Follow the instructions provided by the
recorded message. Using a black ink pen, mark your votes with an X as shown in this example. Please
do not write outside the designated areas. Annual Meeting Proxy Card _IF YOU HAVE NOT VOTED VIA THE
INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE. Proposals The Board of Directors recommends a vote FOR all the nominees
listed, FOR Proposals 2, 3 and 4, and FOR ANNUAL frequency of say-on-pay voting by shareholders. 01
- E. Thayer Bigelow (term expiring 2014) 02 Philip R. Lochner, Jr. (term expiring 2014) 03 -
Ronald F. McKenna (term expiring 2014) 1. Election of Directors: For Against Abstain 2.
Ratification of selection of Deloitte & Touche LLP as independent auditors for the Company for
2011. For Against Abstain 3. Approval of Annual Incentive Plan. For Against Abstain For Against
Abstain For Against Abstain C Authorized Signatures This section must be completed for your vote
to be counted. Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners
should each sign. When signing as attorney, executor, administrator, corporate officer, trustee,
guardian, or custodian, please give full title. Date (mm/dd/yyyy) Please print date below.
Signature 1 Please keep signature within the box. Signature 2 Please keep signature within
the box. B Non-Voting Items Change of Address Please print new address below. 1 Yr 2 Yrs 3 Yrs
Abstain 5. Say When on Pay An advisory vote on approval of the frequency of shareholder votes on
executive compensation. For Against Abstain 4. Say on Pay An advisory vote on approval of
executive compensation.
INVESTOR INFORMATION Visit our web site at www.craneco.com where you will find detailed information
about the Company, its component businesses and its stock performance. All of this information,
including annual reports, SEC filings, earnings, news and dividend releases, can be bookmarked,
printed or downloaded from this site. You may automatically receive e-mail notification of Crane
Co. news, SEC filings, and daily closing stock price by clicking Investors and then Email
Signup at www.craneco.com. Once your name has been added to our distribution list, the Company
will automatically e-mail you news and information as it is released. You may also listen to all
earnings releases, dividend releases, corporate news and other important announcements 24 hours a
day, seven days a week, on demand by dialing our Crane Co. Shareholder Direct Information Line
toll-free at 1-888-CRANE-CR (1-888-272-6327). ELECTRONIC DELIVERY OF PROXY MATERIALS Shareholders
can elect to receive Proxy Materials (proxy statement, annual report and proxy card) over the
Internet instead of receiving paper copies in the mail. If you are a registered shareholder and
wish to consent to electronic delivery of Proxy Materials, you may register your authorization at
www.computershare.com/investor. You can locate your account number on your stock certificate,
dividend check or plan statement. Annual Meeting of Shareholders April 18, 2011 This Proxy is
Solicited on Behalf of the Board of Directors. The undersigned does hereby appoint and constitute
R. S. Evans, E.C. Fast and A.I duPont and each of them, true and lawful agents and proxies of the
undersigned, with full power of substitution, and hereby authorizes each of them to vote, as
directed on the reverse side of this card, or, if not so directed, in accordance with the Board of
Directors recommendations, all shares of Crane Co. held of record by the undersigned at the close
of business on February 28, 2011 at the Annual Meeting of Shareholders of Crane Co. to be held in
the First Floor Conference Room, 200 First Stamford Place, Stamford, Connecticut on Monday, April
18, 2011 at 10:00 a.m., Eastern Daylight Time, or at any adjournment thereof, with all the powers
the undersigned would possess if then and there personally present, and to vote, in their
discretion, upon such other matters as may come before said meeting. This proxy covers all shares
for which the undersigned has the right to give voting instructions to Vanguard Fiduciary Trust
Company, Trustee of the Crane Co. Savings and Investment Plan. This proxy, when properly executed,
will be voted as indicated on the reverse side. If voting instructions are not received by the
proxy tabulator by April 11, 2011 it will be treated as directing the Plans Trustee to vote shares
held in the Plan in the same proportion as the shares for which the Trustee has received timely
instructions from others who do vote. You are encouraged to specify your choices by marking the
appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors recommendations. The Proxies cannot vote your shares unless
you sign and return this card or use the toll-free telephone number or Internet web site on the
reverse side. This proxy when properly executed will be voted in the manner directed herein. If no
direction is made, this proxy will be voted FOR election of all nominees, FOR Proposals 2, 3 and 4,
and FOR ANNUAL frequency of say-on-pay voting by shareholders. Proxy Crane Co. _IF YOU HAVE NOT
VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE._