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):
April 11, 2019
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ENPRO INDUSTRIES, INC.
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(Exact name of Registrant, as specified in its charter)
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North Carolina
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001-31225
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01-0573945
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(State or other jurisdiction
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(Commission file number)
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(I.R.S. Employer
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of incorporation
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Identification No.)
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5605 Carnegie Boulevard, Suite 500
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Charlotte, North Carolina 28209
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(Address of principal executive offices, including zip code)
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(704) 731-1500
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name or address, if changed since last report)
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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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
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CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
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CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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
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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.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 11, 2019, EnPro Industries, Inc. (the “Company”) and Stephen E. Macadam, the Company’s Chief Executive Officer and President, entered into an amendment to Mr. Macadam’s Management Continuity Agreement dated April 14, 2008 with the Company (the “Management Continuity Agreement”). This amendment deletes the section of the Management Continuity Agreement that provided for “Gross-Up Payments” (as defined therein) to Mr. Macadam with respect to any excise tax imposed by Section 4999 of the Internal Revenue Code arising from payments made under the Management Continuity Agreement. This amendment is filed as Exhibit 10.1 hereto and the Management Continuity Agreement was filed as Exhibit 10.13 to the Company’s Form 10-K for the year ended December 31, 2008 (File No. 001-31225), each of which is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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Exhibit Number
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Description
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10.1
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10.2
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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: April 11, 2019
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ENPRO INDUSTRIES, INC.
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By:
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/s/ Robert S. McLean
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Robert S. McLean
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Executive Vice President, General Counsel and Secretary
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AMENDMENT TO MANAGEMENT CONTINUITY AGREEMENT
THIS AMENDMENT TO MANAGEMENT CONTINUITY AGREEMENT
(this “Amendment”) is dated as of April 11, 2019 between
ENPRO INDUSTRIES, INC.
, a North Carolina corporation (the “Company”) with its principal place of business in Charlotte, North Carolina, and
STEPHEN E. MACADAM
(“Executive”) to amend the Management Continuity Agreement dated as of April 14, 2008 between the Company and Executive (the “Agreement”). Terms not otherwise defined herein have the meanings given to them in the Agreement.
RECITALS
WHEREAS
, Executive and the Company desire to amend the Agreement to delete the provision thereof providing for additional payments to Executive thereunder with respect to any excise tax imposed by Section 4999 of the Internal Revenue Code;
NOW, THEREFORE
, in consideration of the mutual covenants contained herein and the payment to Executive of $1.00, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.
Amendment of Agreement
. The Agreement is hereby amended by deleting Section 9 thereof in its entirety.
2.
Choice of Law
. This Amendment is to be governed by the substantive law of the State of North Carolina without regard to the conflict-of-laws principles thereof.
3.
Remainder Unchanged
. The provisions of the Agreement unchanged by this Amendment shall remain in full force and effect.
4.
Counterparts
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This Amendment may be executed in separate counterparts, each of which is to be deemed to be an original and both of which taken together are to constitute one and the same agreement. Facsimile execution and delivery of this Amendment by either party shall constitute a legal, valid and binding execution and delivery of this Amendment.
The parties are signing this Amendment as of the date set forth on the first page of this Amendment.
ENPRO INDUSTRIES, INC.
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By:
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/s/ J. Milton Childress II
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J. Milton Childress II
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Executive Vice President and Chief
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Financial Officer
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By:
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/s/ Robert S. McLean
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Robert S. McLean
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Executive Vice President, General Counsel
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and Secretary
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/s/ Stephen E. Macadam
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STEPHEN E. MACADAM
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