Crane Co. Announces 2024 Annual Meeting of Stockholders

Ticker: CR · Form: DEF 14A · Filed: Mar 7, 2024 · CIK: 1944013

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholder Meeting, DEF 14A, Crane Co

TL;DR

<b>Crane Company will host its virtual Annual Meeting of Stockholders on April 22, 2024, with proxy materials available online.</b>

AI Summary

Crane Co (CR) filed a Proxy Statement (DEF 14A) with the SEC on March 7, 2024. Crane Company will hold its virtual Annual Meeting of Stockholders online via live webcast. The meeting is scheduled for Monday, April 22, 2024, at 10:00 a.m. Eastern Daylight Time. The Proxy Statement and 2023 Annual Report to Stockholders are available on the company's investor relations website. The filing is a Definitive Proxy Statement (DEF 14A) filed on March 7, 2024. The company's fiscal year ends on December 31.

Why It Matters

For investors and stakeholders tracking Crane Co, this filing contains several important signals. This filing provides stockholders with essential information regarding the upcoming annual meeting, including details on how to attend and access relevant financial reports. As a DEF 14A filing, it outlines the company's governance, executive compensation, and proposals to be voted on by shareholders, impacting corporate decision-making.

Risk Assessment

Risk Level: low — Crane Co shows low risk based on this filing. The filing is a routine proxy statement, providing information about an upcoming shareholder meeting rather than disclosing new financial performance or strategic shifts.

Analyst Insight

Review the proxy statement to understand proposals, executive compensation, and voting procedures for the upcoming Annual Meeting of Stockholders.

Key Numbers

Key Players & Entities

FAQ

When did Crane Co file this DEF 14A?

Crane Co filed this Proxy Statement (DEF 14A) with the SEC on March 7, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Crane Co (CR).

Where can I read the original DEF 14A filing from Crane Co?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Crane Co.

What are the key takeaways from Crane Co's DEF 14A?

Crane Co filed this DEF 14A on March 7, 2024. Key takeaways: Crane Company will hold its virtual Annual Meeting of Stockholders online via live webcast.. The meeting is scheduled for Monday, April 22, 2024, at 10:00 a.m. Eastern Daylight Time.. The Proxy Statement and 2023 Annual Report to Stockholders are available on the company's investor relations website..

Is Crane Co a risky investment based on this filing?

Based on this DEF 14A, Crane Co presents a relatively low-risk profile. The filing is a routine proxy statement, providing information about an upcoming shareholder meeting rather than disclosing new financial performance or strategic shifts.

What should investors do after reading Crane Co's DEF 14A?

Review the proxy statement to understand proposals, executive compensation, and voting procedures for the upcoming Annual Meeting of Stockholders. The overall sentiment from this filing is neutral.

How does Crane Co compare to its industry peers?

Crane Company operates in the miscellaneous fabricated metal products industry, as indicated by its SIC code 3490.

Are there regulatory concerns for Crane Co?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

Industry Context

Crane Company operates in the miscellaneous fabricated metal products industry, as indicated by its SIC code 3490.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

  1. Review the proxy statement for details on the virtual Annual Meeting of Stockholders.
  2. Access the 2023 Annual Report to Stockholders for financial performance information.
  3. Note the meeting date and time: April 22, 2024, at 10:00 a.m. EDT.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing for the upcoming annual meeting, distinct from prior filings which may have reported on financial results or other corporate actions.

Filing Stats: 4,379 words · 18 min read · ~15 pages · Grade level 15.9 · Accepted 2024-03-07 17:02:25

Key Financial Figures

Filing Documents

: ELECTION OF DIRECTORS

ITEM 1: ELECTION OF DIRECTORS 10 Crane Company Board Composition 10 Board of Directors Nominees 13 Board's Role and Responsibilities 23 Board Structure 27 Board Processes 30 Corporate Governance and Sustainability 32 Compensation of Directors 33

: RATIFICATION OF THE SELECTION OF AUDITORS

ITEM 2: RATIFICATION OF THE SELECTION OF AUDITORS 36 Annual Evaluation and Selection of Auditors 36 Principal Accounting Firm Fees 36 Pre-Approval Policy and Procedures 37 Report of the Audit Committee 38

: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

ITEM 3: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS 40 IMPACT OF THE SEPARATION TRANSACTION ON NEO COMPENSATION DISCLOSURES 41 COMPENSATION DISCUSSION AND ANALYSIS 42 Executive Summary 43 Compensation Principles 49 Elements of Compensation and 2023 Decisions 50 Compensation Decision-Making Process 57 Policies and Practices Related to Our Executive Compensation Program 60 Other Arrangements with Our Named Executive Officers 62 Management Organization and Compensation Committee Report 63 2023 EXECUTIVE COMPENSATION TABLES 64 Annual Compensation of the Named Executive Officers 64 2023 Summary Compensation Table 65 2023 Grants of Plan-Based Awards 67 2023 Option Exercises and Stock Vested 69 2023 Outstanding Equity Awards at Fiscal Year-End 70 Retirement Benefits 72 Nonqualified Deferred Compensation Benefits 73 Potential Payments Upon Termination or Change in Control 74 Equity Compensation Plan Table 77

Executive Compensation – Relative Measurements Pay Ratio

Executive Compensation – Relative Measurements Pay Ratio 78 Pay Versus Performance 79

: ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

ITEM 4: ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS 86 BENEFICIAL OWNERSHIP OF COMMON STOCK BY DIRECTORS AND MANAGEMENT 87 PRINCIPAL STOCKHOLDERS OF CRANE COMPANY 88 NON-GAAP RECONCILIATION 89 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND THE ANNUAL MEETING 91 9 Table of Contents ITEM1: ELECTION OF DIRECTORS PROPOSAL 1 The Board recommends voting FOR each of the Director Nominees Crane Company Board Composition Our Corporate Governance Guidelines provide that the Board should generally have from nine to twelve directors, a substantial majority of whom must qualify as independent directors under the listing standards of the New York Stock Exchange ("NYSE"). In addition, the Guidelines provide that any director who has attained the age of 75 as of the record date for the annual meeting of stockholders shall tender his/her resignation from the Board. The Board currently consists of nine members, eight of whom are independent, and eight were previously directors of Crane Holdings, Co. ("Crane Holdings"). James L.L. Tullis, who was a member of the Crane Holdings' board of directors from 1998 and Chairman since 2020, and a member and Chairman of the Crane Company Board since the separation transaction completed on April 3, 2023, has attained the age of 75 as of the record date and, in accordance with the Company's Director retirement policy, indicated his intention to retire from the Board effective as of the Annual Meeting. The Board reviewed Mr. Tullis' proposed resignation giving due consideration to Mr. Tullis' skills, leadership and governance expertise, his significant contributions and experience, and the significant benefits to the Company of leadership stability and continuity following the Company's recently completed separation transaction. In addition, and very importantly, given the Board's decision to consolidate the Chairman and CEO roles (See "Board Leadership Str

: Election of Directors

Item 1: Election of Directors Board of Directors Nominees Nominees to be Elected for Terms to Expire in 2025 MARTIN R. BENANTE Age: 71 Director Since: 2023 Crane Holdings, Co. Director Since: 2015* Crane Company Committees: Audit (Chair); Nominating and Governance Retired Chairman of the Board and Chief Executive Officer of Curtiss-Wright Corporation, Charlotte, NC (supplier of highly engineered products and services to commercial, industrial, aerospace, defense, and energy markets), having served from 2000 to 2015. Other Directorships: Curtiss-Wright Corporation from 1999 to 2015 Relevant Skills and Experience: Strategic, operational, and managerial expertise gained through a more than 35-year career with a leading industrial manufacturer of highly engineered products in critical service applications, serving aerospace and process flow markets similar to those of the Company. CEO of a publicly traded company with international operations. Substantial expertise in driving growth through domestic and international mergers and acquisitions, and in the global integration of acquired companies. SANJAY KAPOOR Age: 63 Director Since: 2023 Crane Company Committees: Audit Retired Executive Vice President and CFO of Spirit AeroSystems, Inc., Wichita, KS (manufacturer of aerostructures for commercial airplanes, defense platforms

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