Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

Mr. R. S. Evans retired from the Board of Directors of Crane Co. (the "Company") on April 27, 2020, in accordance with the Company's director retirement policy. Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders was held on April 27, 2020. As of the close of business on February 28, 2020, the record date for the Annual Meeting, there were 59,198,459 shares of common stock entitled to vote, of which there were 53,790,316 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on three matters: (1) the election of nine directors for a one-year term expiring at the 2021 Annual Meeting of Stockholders, (2) the ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020, and (3) the approval, on an advisory basis, of the compensation paid to certain executive officers. The voting results were as follows (vote totals may not sum to the total votes cast because of rounding fractional shares):


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1. The following nine Directors were elected to serve until the 2021 Annual
Meeting of Stockholders.
Martin R. Benante
Votes for               49,746,569
Votes against              240,873
Abstained                   78,264
Broker non-votes         3,724,610
Donald G. Cook
Votes for               49,266,445
Votes against              739,072
Abstained                   60,189
Broker non-votes         3,724,610
Michael Dinkins
Votes for               49,606,423
Votes against              362,841
Abstained                   96,442
Broker non-votes         3,724,610
Ronald C. Lindsay
Votes for               49,752,042
Votes against              238,528
Abstained                   75,136
Broker non-votes         3,724,610
Ellen McClain
Votes for               49,645,868
Votes against              355,640
Abstained                   64,197
Broker non-votes         3,724,610
Charles G. McClure, Jr.
Votes for               49,729,921
Votes against              255,238
Abstained                   80,547
Broker non-votes         3,724,610
Max. H. Mitchell
Votes for               49,723,822
Votes against              271,417
Abstained                   70,466
Broker non-votes         3,724,610
Jennifer M. Pollino
Votes for               49,632,857
Votes against              371,951
Abstained                   60,898
Broker non-votes         3,724,610
James L. L. Tullis
Votes for               45,646,715
Votes against            4,244,102
Abstained                  174,888
Broker non-votes         3,724,610

A nominee for the Board of Directors in an uncontested election is elected if more votes are cast in favor of the nominee than are cast against the nominee by the holders of shares present in person or represented by proxy and entitled to vote at the meeting. Abstentions and broker non-votes are not treated as votes cast and therefore had no effect on the election of Directors.


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2. The stockholders approved the selection of Deloitte & Touche LLP as
independent auditors for the Company for 2020.
Votes for        52,110,436
Votes against     1,629,698
Abstained            50,181
Broker non-votes          -

Approval of this proposal required the affirmative vote of a majority of the votes cast by the holders of shares of common stock present in person or represented by proxy and entitled to vote at the meeting. Abstentions and broker non-votes are not treated as votes cast and therefore had no effect on this proposal.



3. The stockholders approved, on an advisory basis, the compensation of the
named executive officers as disclosed in the Proxy Statement.
Votes for        47,296,621
Votes against     2,621,038
Abstained           148,046
Broker non-votes  3,724,610

Approval of this proposal required the affirmative vote of a majority of the votes cast by the holders of shares of common stock present in person or represented by proxy and entitled to vote at the meeting. Abstentions and broker non-votes are not treated as votes cast and therefore had no effect on this proposal.




Item 8.01 Other Events

On April 28, 2020, the Company issued a press release announcing Mr. Evans' retirement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





 (a)    None

 (b)    None

 (c)    None

 (d)    Exhibits

99.1      Press Release, dated April 28, 2020.




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