Enpro Inc. — Proxy Solicitation & Information Statement 2019

Mar 20, 2019

DEF 14A 1 npo-def14a_042919.htm DEF 14A npo-def14a_042919 Licensed to: Broadridge Financial Solutions, Inc. Document created using EDGARfilings PROfile 5.1.0.0 Copyright 1995 - 2019 Broadridge

Broadridge Corporate Issuer Solutions C/O EnPro Industries, Inc. PO Box 1342 Brentwood, NY 11717 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 04/28/2019 for shares held directly and by 11:59 P.M. ET on 04/24/2019 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 04/28/2019 for shares held directly and by 11:59 P.M. ET on 04/24/2019 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.	DETACH AND RETURN
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| The

Board of Directors recommends you vote FOR the following:	☐	For All Except — ☐
1.	Election
of Directors
	Nominees
01	Stephen E. Macadam 02
Marvin A. Riley 03
Thomas M. Botts 04
Felix M. Brueck 05
B. Bernard Burns, Jr.
06	Diane C. Creel 07
Adele M. Gulfo 08 David
L. Hauser 09
John Humphrey 10
Kees van der Graaf
The Board of Directors recommends
you vote FOR proposals 2 and 3.			For	Against	Abstain
2	On an advisory basis, to approve the compensation to our named executive officers as disclosed in the proxy statement.		☐	☐	☐
3	To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending
December 31, 2019.		☐	☐	☐
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
For address change/comments, mark
here. (see reverse for instructions)		☐
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary,
please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership,
please sign in full corporate or partnership name, by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]	Date	Signature (Joint Owners)	Date

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The 10-K Wrap, Notice & Proxy Statement is/are available at www.proxyvote.com

ENPRO INDUSTRIES, INC.
Annual Meeting of Shareholders
April 29, 2019 5:00 pm
This proxy is solicited by the Board of Directors
The
undersigned hereby appoints Stephen E. Macadam, J. Milton Childress II and Robert S.
McLean, and each of them, with power to act without the other and with power of substitution,
as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as
provided on the other side, all the shares of EnPro Industries, Inc. Common Stock which
the undersigned is entitled to vote, and, in their discretion, to vote upon such other
business as may properly come before the Annual Meeting of Shareholders of the company
to be held at the Charlotte Marriott City Center located at 100 West Trade Street, Charlotte,
NC, on Monday, April 29, 2019, at 5:00 pm or at any adjournment or postponement thereof,
with all powers which the undersigned would possess if present at the Meeting. The materials
for the Annual Meeting can also be viewed at http://www.enproindustries.com/shareholder-meeting
This
proxy, when properly executed, will be voted in the manner directed herein. If no such
direction is made, this proxy will be voted in accordance with the Board of Directors'
recommendations.
Address change/comments:
(If
you noted any Address Changes and/or Comments above, please mark corresponding box on
the reverse side.)
Continued
and to be signed on reverse side

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