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

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

Mr. Donald G. Cook retired from the Board of Directors of Crane Co. (the "Company") on May 16, 2022, in accordance with the Company's director retirement policy.

ITEM 5.07 Submission of Matters to a Vote of Security Holders

The Company's Annual Meeting of Stockholders was held on May 16, 2022. The voting results were as follows (vote totals may not sum to the total votes cast because of rounding fractional shares):

1. The following nine Directors were elected to serve until the 2023 Annual Meeting of Stockholders.

Martin R. Benante
Votes for             47,925,336
Votes against          1,046,999
Abstained                139,984
Broker non-votes       2,641,843

Michael Dinkins
Votes for             48,273,937
Votes against            781,529
Abstained                 56,853
Broker non-votes       2,641,843

Ronald C. Lindsay
Votes for             48,811,572
Votes against            239,266
Abstained                 61,481
Broker non-votes       2,641,843



                                       2


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Ellen McClain
Votes for                 48,811,011
Votes against                251,459
Abstained                     49,849
Broker non-votes           2,641,843

Charles G. McClure, Jr.
Votes for                 48,301,239
Votes against                752,150
Abstained                     58,930
Broker non-votes           2,641,843

Max H. Mitchell
Votes for                 48,910,203
Votes against                136,843
Abstained                     65,273
Broker non-votes           2,641,843

Jennifer M. Pollino
Votes for                 48,667,311
Votes against                393,847
Abstained                     51,161
Broker non-votes           2,641,843

John S. Stroup
Votes for                 48,827,877
Votes against                219,981
Abstained                     64,461
Broker non-votes           2,641,843



                                       3


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James L. L. Tullis
Votes for            47,563,246
Votes against         1,486,127
Abstained                62,946
Broker non-votes      2,641,843

2. The stockholders ratified the selection of Deloitte & Touche LLP as independent auditors for the Company for 2022.



Votes for          50,379,212
Votes against       1,320,062
Abstained              54,888
Broker non-votes            0

3. The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Company's definitive proxy statement filed with the United States Securities and Exchange Commission on April 15, 2022.



Votes for          47,270,754
Votes against       1,713,286
Abstained             128,279
Broker non-votes    2,641,843

4. The stockholders approved and adopted the Agreement and Plan of Merger, dated as of February 28, 2022, by and among the Company, Crane Holdings, Co., a Delaware corporation and wholly-owned subsidiary of the Company ("Crane Holdings"), and Crane Transaction Company, LLC ("Merger Sub"), a Delaware limited liability company and wholly-owned subsidiary of Crane Holdings, pursuant to which the Company will merge with Merger Sub, with the Company surviving the merger as a wholly-owned subsidiary of Crane Holdings.


                                       4

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Votes for          48,842,467
Votes against         212,806
Abstained              57,046
Broker non-votes    2,641,843



                                       5

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