(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(i281) i207-3200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, $0.01 par value per share
iCVI
iThe
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On iJune 3, 2020,
CVR Energy, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (“Annual Meeting”). The stockholders of the Company as of the close of business April 6, 2020 voted on three proposals, consisting of (1) the election of eight directors to the Company’s board of directors (the “Board”), each to serve until the 2021 annual meeting of stockholders of the Company or until such director’s successor has been elected and qualified; (2) the approval, by a non-binding advisory vote, of the Company’s named executive officer compensation as discussed in the
Company’s Proxy Statement dated April 24, 2020, which was filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “2020 Proxy Statement”), referred to as “Say-on-Pay”; and (3) the ratification of the appointment by the Audit Committee of the Board of Grant Thornton LLP as the independent registered public accounting firm for the Company for the 2020 fiscal year. For more information regarding the foregoing proposals, refer to the Company’s Proxy Statement.
At the Annual Meeting, (1) the eight directors nominated by the Board were elected; (2) the stockholders voted, on an
advisory basis, in favor of the Company’s named executive officer compensation; and (3) the stockholders ratified Grant Thornton LLP as the independent registered public accounting firm for the Company for the 2020 fiscal year. The voting results for each of the proposals are summarized below.
Proposal 1 - Election of Directors
The nominees listed below were elected to the Board, with the respective votes set forth opposite of each nominee’s name:
Director
Votes
For
Votes Withheld
Broker Non-Votes
Patricia A . Agnello
82,172,704
7,227,909
6,608,394
SungHwan Cho
77,439,796
11,960,817
6,608,394
Jaffrey (Jay) A. Firestone
89,047,564
353,049
6,608,394
Jonathan
Frates
75,767,995
13,632,618
6,608,394
Hunter C. Gary
74,319,548
15,081,065
6,608,394
David L. Lamp
84,081,856
5,318,757
6,608,394
Stephen Mongillo
83,469,474
5,931,139
6,608,394
James
M. Strock
84,807,311
4,593,302
6,608,394
Proposal 2 - Say-on-Pay Proposal
The stockholders approved, by a non-binding advisory vote, Say-on-Pay by the following vote:
Votes For
Votes Against
Votes
Abstain
Broker Non-Votes
87,453,008
1,799,514
148,091
6,608,394
Proposal 3 - Auditor Ratification Proposal
The appointment by the Audit Committee of Grant Thornton LLP as the independent registered public accounting firm for the Company for the 2020 fiscal year was ratified by the following vote:
Votes
For
Votes Against
Votes Abstain
Broker Non-Votes
95,594,280
288,568
126,159
—
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibit is being “furnished”
as part of this Current Report on Form 8-K:
Exhibit
Number
Exhibit Description
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
