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


                of Certain Officers; Compensatory Arrangements of Certain Officers

Crane Co. (the "Company") held its Annual Meeting of Stockholders on April 26, 2021 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the Crane Co. 2018 Amended and Restated Stock Incentive Plan (the "2018 Amended and Restated Plan"). A summary of the 2018 Amended and Restated Plan was included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2021 (the "Proxy Statement") under the section titled "Item 4: Proposal to Approve the 2018 Amended & Restated Stock Incentive Plan" and is incorporated herein by reference.

The summary of the 2018 Amended and Restated Plan contained in the Proxy Statement is qualified in its entirety by reference to the full text of the 2018 Amended and Restated Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting was held on April 26, 2021. The voting results were as follows (vote totals may not sum to the total votes cast because of rounding fractional shares):



1. The following ten Directors were elected to serve until the 2022 Annual
Meeting of Stockholders.
Martin R. Benante
Votes for                50,662,278
Votes against               159,551
Abstained                   132,724
Broker non-votes          2,871,667

Donald G. Cook
Votes for                49,728,670
Votes against             1,097,055
Abstained                   128,828
Broker non-votes          2,871,667

Michael Dinkins
Votes for                50,616,819
Votes against               203,925
Abstained                   133,809
Broker non-votes          2,871,667

Ronald C. Lindsay
Votes for                50,694,257
Votes against               131,730
Abstained                   128,566
Broker non-votes          2,871,667

Ellen McClain
Votes for                50,671,951
Votes against               156,799
Abstained                   125,803
Broker non-votes          2,871,667


                                       2

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Charles G. McClure, Jr.
Votes for                      50,628,126
Votes against                     193,857
Abstained                         132,570
Broker non-votes                2,871,667

Max H. Mitchell
Votes for                      50,773,588
Votes against                     131,319
Abstained                          49,646
Broker non-votes                2,871,667

Jennifer M. Pollino
Votes for                      50,646,259
Votes against                     183,500
Abstained                         124,794
Broker non-votes                2,871,667

John S. Stroup
Votes for                      48,426,548
Votes against                   2,391,887
Abstained                         136,118
Broker non-votes                2,871,667

James L.L. Tullis
Votes for                      47,413,932
Votes against                   3,472,256
Abstained                          68,365
Broker non-votes                2,871,667


2. The stockholders ratified the selection of Deloitte & Touche LLP as
independent auditors for the Company for 2021.
Votes for               52,938,724
Votes against              834,721
Abstained                   52,775
Broker non-votes          --------



3. The stockholders approved, on an advisory basis, the compensation of the
named executive officers as disclosed in the Proxy Statement.
Votes for               47,460,601
Votes against            3,354,315
Abstained                  139,637
Broker non-votes         2,871,667






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4. The stockholders approved the 2018 Amended & Restated Stock Incentive Plan.
Votes for               45,191,685
Votes against            3,314,720
Abstained                2,448,148
Broker non-votes         2,871,667


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Item 9.01   Financial Statements and Exhibits.


     (a)       None

     (b)       None

     (c)       None

     (d)       Exhibits

    10.1         Crane Co. 2018 Amended & Restated Stock Incentive Plan.

               Cover Page Interactive Data File (embedded within the Inline
     104       XBRL document)


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