0000025445-18-000084.txt : 20180207 0000025445-18-000084.hdr.sgml : 20180207 20180207172527 ACCESSION NUMBER: 0000025445-18-000084 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180201 FILED AS OF DATE: 20180207 DATE AS OF CHANGE: 20180207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: D'Iorio Anthony M. CENTRAL INDEX KEY: 0001729496 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01657 FILM NUMBER: 18582031 MAIL ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CRANE CO /DE/ CENTRAL INDEX KEY: 0000025445 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 131952290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: CRANE CO. STREET 2: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-363-7300 MAIL ADDRESS: STREET 1: CRANE CO. STREET 2: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 3 1 wf-form3_151804231289725.xml FORM 3 X0206 3 2018-02-01 0 0000025445 CRANE CO /DE/ CR 0001729496 D'Iorio Anthony M. 100 FIRST STAMFORD PLACE STAMFORD CT 06902 0 1 0 0 General Counsel & Secretary CRANE CO. COMMON, PAR VALUE $1.00 5237 D CRANE CO. COMMON, PAR VALUE $1.00 307 I 401(K) Employee Stock Option (Right to Buy) 48.59 2019-01-29 CRANE CO. COMMON, PAR VALUE $1.00 1993.0 D Employee Stock Option (Right to Buy) 64.78 2024-01-27 CRANE CO. COMMON, PAR VALUE $1.00 6205.0 D Employee Stock Option (Right to Buy) 58.47 2025-01-26 CRANE CO. COMMON, PAR VALUE $1.00 5680.0 D Employee Stock Option (Right to Buy) 43.57 2026-01-25 CRANE CO. COMMON, PAR VALUE $1.00 8589.0 D Employee Stock Option (Right to Buy) 73.9 2027-01-30 CRANE CO. COMMON, PAR VALUE $1.00 7704.0 D Employee Stock Option (Right to Buy) 93.4 2028-01-29 CRANE CO. COMMON, PAR VALUE $1.00 9837.0 D Restricted Share Unit CRANE CO. COMMON, PAR VALUE $1.00 3650.0 D 2018 Performance-Based Restricted Share Unit 2018 Performance-Based Restricted Share Unit 2677.0 D Options become exercisable 25% on the first anniversary, 50% on the second anniversary, 75% on the third anniversary and 100% on the fourth anniversary of the date of grant. 25% of the Restricted Share Units granted will be converted into shares of Common Stock on each of the first, second, third and fourth anniversaries of the grant date, provided the recipient remains employed by the Company, or retires after age 65, or after age 62 with ten years of service; all Restricted Share Units will be converted into shares of Common Stock upon death or permanent disability, or if employment is involuntarily terminated within two years after a change in control of the Company. A Restricted Share Unit is forfeited if the recipient resigns, or employment is terminated, before it has been converted to Common Stock. Each Restricted Share Unit represents the right to receive one share of Crane Co. Common Stock if the recipient remains employed by the Company upon expiration of the time-based restrictions, or in certain other circumstances as described in footnote 2. Assuming the performance conditions specified in footnote 6 are met, the Performance-Based RSUs will vest on December 31, 2020, if the recipient remains employed by the Company; or has died or become permanently disabled; or has retired at age 65 (or age 62 with ten years of service) subject to a non-competition condition. In the event of a change in control of the Company, the vesting percentage would be determined as of the date of the change in control, although the date of vesting would remain December 31, 2020. Each 2018 Performance-Based RSU represents a contingent right to receive a number of shares of Crane Co. common stock between zero and 2.00, depending upon the Total Shareholder Return of Crane Co.'s common stock compared to that of the companies in the S&P MidCap 400 Capital Goods Group during the period beginning January 1, 2018 and ending December 31, 2020. Power of Attorney and Confirmation /s/ Anthony M. D'Iorio 2018-02-07 EX-24 2 ex-24.htm POA-A. D'IORIO

POWER OF ATTORNEY

    Know all by these, presents that the undersigned hereby constitutes and appoints each of Christopher Dee and Richard Rosier, signing singly, the undersigned's true and lawful attorney-in-fact to:

    (1)    execute for and on behalf of the undersigned, in the undersigned's capacity             as an officer and/or director of  Crane Co. (the "Company"), Forms 3, 4 and             5 in  accordance with Section 16(a) of the Securities Exchange Act of 1934             and the rules thereunder;

    (2)    do and perform any and all acts for and on behalf of the undersigned which             may be necessary or desirable    to complete and execute any such Forms 3, 4,             or 5 and timely file such form with the United States Securities and                 Exchange Commission and  any stock exchange or similar authority; and

(3)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

    The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of February 2018.

                        /s/ Anthony M. D'Iorio
                        Anthony M. D'Iorio




CONFIRMING STATEMENT


    The Statement confirms that the undersigned, Anthony M. D'Iorio, has authorized and designated Christopher Dee and Richard Rosier, acting singly, to execute and file on behalf of the undersigned all Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Crane Co.  The authority of Christopher Dee and Richard Rosier under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4 and 5 with regard to the undersigned's ownership of or transactions in securities of Crane Co., unless earlier revoked in writing.  The undersigned acknowledges that Christopher Dee and Richard Rosier are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

                        /s/ Anthony M. D'Iorio
                        Anthony M. D'Iorio


Date:   February 5, 2018