Enpro Inc. — Proxy Solicitation & Information Statement 2020

Mar 26, 2020

DEF 14A 1 npro-def14a_042920.htm DEF 14A npro-def14a_042920 Licensed to: Broadridge Financial Soultions, Inc. Document created using EDGARfilings PROfile 6.5.1.0 Copyright 1995 - 2020 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 04/28/2020 for shares held directly and by 11:59 P.M. ET on 04/24/2020 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 04/28/2020 for shares held directly and by 11:59 P.M. ET on 04/24/2020 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

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| The Board of Directors recommends you vote FOR the following: | | | All | Withhold — All | For All — Except | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. | Election of Directors | | ☐ | ☐ | ☐ | | | | | | Nominees | | | | | | | | | | 01 | Marvin A. Riley | 02 Thomas M. Botts | 03 Felix M. Brueck | 04 B. Bernard Burns, Jr. 05 Diane C. Creel | | | | | | 06 | Adele M. Gulfo | 07 David L. Hauser | 08 John Humphrey | 09 Kees van der Graaf | | | | | The Board of Directors recommends you vote FOR proposals 2, 3 and 4. | | | | | | 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 approve the EnPro Industries, Inc. 2020 Equity Compensation Plan. | | | | | ☐ | ☐ | ☐ | | 4. | To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2020. | | | | | ☐ | ☐ | ☐ | | 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 and Notice and Proxy Statement are available at www.proxyvote.com

| ENPRO

INDUSTRIES, INC. Annual Meeting of Shareholders April 29, 2020 11:30 am This proxy is solicited by the Board of Directors
The
undersigned hereby appoints Marvin A. Riley, 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 company's headquarters located at 5605 Carnegie Boulevard, Suite 500, Charlotte, NC, on Wednesday,
April 29, 2020, at 11:30 am 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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