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CHART INDUSTRIES INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 23, 2014



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 22, 2014, Chart Industries, Inc. (the "Company") held its annual meeting of stockholders. At the annual meeting, the Company's stockholders approved the Chart Industries, Inc. Cash Incentive Plan (the "Cash Incentive Plan"). As described in the Company's definitive proxy statement for the annual meeting, the Company's executive officers and key employees (including its principal executive officer, principal financial officer and other "named executive officers") are eligible to be granted awards under the Cash Incentive Plan. It is anticipated that awards will be granted to the Company's executive officers and key employees in the future as may be determined by the Compensation Committee of the Company's Board of Directors from time to time consistent with terms of the Cash Incentive Plan. A more detailed description of the Cash Incentive Plan can be found in the Company's definitive proxy statement for the annual meeting, which was filed with the Securities and Exchange Commission (the "SEC") on April 8, 2014, under "Approval and Adoption of the Chart Industries, Inc. Cash Incentive Plan" and is incorporated herein by reference. A copy of the Cash Incentive Plan was also attached as Appendix A to the Company's definitive proxy statement and is included as Exhibit 10.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.



At the Company's annual meeting of stockholders the following matters were submitted to a vote:

the election of eight directors for a term of one year;

the ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014; the approval, on an advisory basis, of the Company's executive compensation; and



the approval and adoption of the Cash Incentive Plan.

As of the record date of March 25, 2014, there were 30,465,937 shares of common stock outstanding and entitled to vote at the meeting. The holders of 28,444,292 shares were represented in person or by proxy at the meeting, constituting a quorum. At the annual meeting, all of the proposals were approved as recommended to stockholders in the proxy statement for the meeting. All the directors were elected, the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014 was ratified, the compensation of the Company's named executive officers as disclosed in the proxy statement was approved on an advisory basis, and stockholders approved and adopted the Cash Incentive Plan.

The vote with respect to the election of directors was as follows:

Election of Directors For Withheld Broker Non-Votes Samuel F. Thomas 25,378,359 865,252 2,200,681 W. Douglas Brown 26,110,040 133,571 2,200,681 Richard E. Goodrich 26,158,588 85,023 2,200,681 Terrence J. Keating 26,158,109 85,502 2,200,681 Steven W. Krablin 26,152,029 91,582 2,200,681 Michael W. Press 25,836,051 407,560 2,200,681 Elizabeth G. Spomer 26,161,467 82,144 2,200,681 Thomas L. Williams 26,110,906 132,705 2,200,681

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The vote with respect to the ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm was as follows:

Broker For Against Abstain Non-Votes Ratification of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm 28,100,573 289,983 53,736 -



The advisory vote with respect to the approval of the compensation of the Company's named executive officers was as follows:

Broker For Against Abstain Non-Votes Approval, on an Advisory Basis, of the Company's Executive Compensation 25,707,881 441,034 94,696 2,200,681



Consistent with the advisory vote on the frequency of future votes on executive compensation held in 2011, the Company plans to hold an annual advisory vote on executive compensation.

The vote with respect to the approval and adoption of the Cash Incentive Plan was as follows: Broker For Against Abstain Non-Votes Approval and Adoption of the Chart Industries, Inc. Cash Incentive Plan 25,751,176 400,710 91,725 2,200,681



For information on how the votes for the above matters were tabulated, see the Company's definitive proxy statement used in connection with the annual meeting of stockholders held on May 22, 2014.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Chart Industries, Inc. Cash Incentive Plan (incorporated by reference to Appendix A to the Company's definitive proxy statement filed with the SEC on April 8, 2014 (File No. 001-11442)). 3



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Source: Edgar Glimpses