Enpro Inc.
For the period ended Apr 29, 2026. Filed Mar 23, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2026 · Filed Mar 23, 2026
Contents
Cover page
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UNITED STATES**
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
| ☒ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
|---|
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
Enpro Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Annual Meeting of Shareholders
The 2026 Annual Meeting of Shareholders of Enpro Inc. will be held at:
The Lodge at Sea Island
100 Retreat Avenue
St. Simons Island, Georgia
Wednesday, April 29, 2026 at 11:15 a.m. (Eastern Time)
Proxy voting options
Your vote is important!
Whether or not you expect to attend our annual shareholders meeting, we encourage you to vote your shares. You may vote by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card or voting instruction form at your earliest convenience. Your prompt vote will ensure the presence of a quorum at the meeting and will save us the expense and extra work of additional solicitation. If you vote now and later decide to change your vote or to vote your shares at the meeting, you may do so by following instructions found elsewhere in this proxy statement. Your vote by proxy is revocable at your option any time prior to the meeting.
The fastest and most convenient way to vote your shares is by the Internet or telephone, using the instructions on this page. Internet and telephone votes are immediately confirmed and tabulated, reducing postage and proxy tabulation costs.
If you prefer to vote by mail, please return the enclosed proxy card or voting instruction form in the addressed, prepaid envelope we have provided. Do not return the paper ballot if you vote via the Internet or by telephone.
Vote by Internet
www.proxyvote.com
Internet voting is available 24 hours a day, 7 days a week.
Instructions:
| 1. | Read our proxy statement. |
| 2. | Go to the following website: www.proxyvote.com |
| 3. | Have your proxy card or voting instruction form in hand and follow the instructions. You can also register to receive all future shareholder communications electronically, instead of in print. If you elect this option, we will deliver our annual report, proxy statement, and other correspondence to you via email. |
Vote by telephone
1-800-690-6903****via touch-tone phone
Telephonic voting is available toll-free 24 hours a day, 7 days a week.
Instructions:
| 1. | Read our proxy statement. |
| 2. | Call toll-free 1-800-690-6903. |
| 3. | Have your proxy card or voting instruction form in hand and follow the instructions. |
Mailing date
We will begin mailing proxy materials to registered shareholders on or around March 23, 2026.
Contents
| Letter from our President and Chief Executive Officer | i |
|---|---|
| Notice of 2026 Annual Meeting of Shareholders | ii |
| Proxy statement highlights | 1 |
| Proposal 1—Election of directors | 8 |
| Nominees for election | 9 |
| Director independence | 13 |
| Director nominee experience and qualifications | 13 |
| Director candidate qualifications | 13 |
| Director diversity | 14 |
| Nomination process | 14 |
| Board leadership structure | 15 |
| Committee structure | 15 |
| Board, committee and director evaluations | 16 |
| Risk oversight | 17 |
| Meetings and attendance | 17 |
| Corporate governance policies and practices | 18 |
| Corporate Governance Guidelines and Code of Conduct | 18 |
| Corporate social responsibility and sustainability | 18 |
| Compensation Committee interlocks and insider participation | 20 |
| Our engagement with shareholders | 21 |
| Communications with the board | 21 |
| Director compensation | 21 |
| Proposal 2—Advisory vote approving executive Compensation | 24 |
| Compensation discussion and analysis | 25 |
| Our named executive officers | 25 |
| Executive summary | 25 |
| About Enpro | 25 |
| Summary of business highlights | 26 |
| Shareholder engagement | 26 |
| 2025 executive compensation decisions at a glance | 27 |
| Consistent program for 2026 | 28 |
| Best compensation practices and policies | 28 |
| What guides our executive compensation program | 28 |
| Key elements of compensation | 29 |
| The decision-making process | 30 |
| 2025 executive compensation decisions in detail | 31 |
| Other compensation practices, policies and guidelines | 35 |
| Compensation and Human Resources Committee report on executive compensation | 38 |
|---|---|
| Executive compensation | 39 |
| Summary compensation table | 39 |
| Grants of plan-based awards | 41 |
| Outstanding equity awards at fiscal year-end | 43 |
| Option exercises and stock vested | 45 |
| Non-qualified deferred compensation | 45 |
| Potential payments upon termination or change in control | 47 |
| Pay versus performance | 50 |
| CEO pay ratio | 54 |
| Proposal 3—Ratification of PricewaterhouseCoopers LLP as our company’s independent registered public accounting firm for 2026 | 55 |
| Independent registered public accounting firm | 56 |
| Audit Committee report | 57 |
| General information | 58 |
| Beneficial ownership of our common stock | 62 |
| Beneficial owners of 5% or more of our common stock | 62 |
| Director and executive officer ownership of our common stock | 63 |
| Delinquent Section 16(a) reports | 64 |
| Other matters | 64 |
| Shareholder proposals | 64 |
| Appendix A—Annual performance plan measures | A-1 |
| 2026 PROXY STATEMENT | ENPRO INC. |
|---|
Enpro Inc. 5605 Carnegie Boulevard Suite 500 Charlotte, North Carolina 28209
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.