News Column

CVR ENERGY INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 23, 2014



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

On June 17, 2013, CVR Energy, Inc. (the "Company") held its annual meeting of the stockholders of the Company. The stockholders of the Company voted on four proposals, consisting of (1) election of nine directors to the board of directors of the Company (the "Board"), (2) ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2014, (3) approval by a non-binding advisory vote of the Company's named executive officer compensation (referred to as "Say-on-Pay"), and (4) approval of the Company's 2007 Long-Term Incentive Plan and awards granted thereunder to the Company's President and Chief Executive Officer, in accordance with Section 162(m) of the Internal Revenue Code. For more information regarding the foregoing proposals, please see the Company's Proxy Statement dated April 30, 2014, which was filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.

At the annual meeting of the stockholders of the Company, (1) all of the Board's nominees for director were elected, (2) the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2014 was ratified, (3) the stockholders approved, by a non-binding advisory vote, the Company's named executive officer compensation (or "Say-on-Pay"), and (4) the stockholders approved the Company's 2007 Long-Term Incentive Plan and awards granted thereunder to the Company's President and Chief Executive Officer, in accordance with Section 162(m) of the Internal Revenue Code. 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 Votes Abstain Broker Non-Votes Bob G. Alexander 79,535,914 90,872 0 3,091,458 SungHwan Cho 72,766,371 6,860,415 0 3,091,458 Carl C. Icahn 75,735,126 3,891,686 0 3,091,432 Courtney Mather* 75,022,463 0 0 3,091,458 John J. Lipinski 78,290,398 1,336,388 0 3,091,458 Samuel Merksamer 75,212,369 4,414,417 0 3,091,458 Stephen Mongillo 76,733,150 2,893,636 0 3,091,458 Andrew Roberto 75,442,742 4,184,044 0 3,091,458 James M. Strock 79,518,651 108,135 0 3,091,458



* Vincent J. Intrieri was originally included on the ballot. On May 19, 2014 (i) Mr. Intrieri resigned from the Board, (ii) Courtney Mather was appointed to the Board, and (iii) the Board nominated Mr. Mather to stand for election at the annual meeting in place of Mr. Intrieri. The proxyholders exercised discretionary voting authority to vote all of the shares for which they received proxies for the election of Mr. Mather.

Proposal 2 - Ratify the Audit Committee's Selection of Grant Thornton

The appointment by the Company's Audit Committee of Grant Thornton LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2014 was ratified by the following vote:

Votes For Votes Against Votes Abstain Broker Non-Votes 82,608,129 79,825 30,263

27



Proposal 3 - Non-Binding, Advisory Vote on Named Executive Officer Compensation (Say-on-Pay)

The stockholders approved, by a non-binding advisory vote, the Company's named executive officer compensation (or "Say-on-Pay") by the following vote:

--------------------------------------------------------------------------------

Votes For Votes Against Votes Abstain Broker Non-Votes 79,208,373 219,171 199,238 3,091,462

Proposal 4 - Approval of 2007 Long-Term Incentive Plan and Awards Thereunder to President and CEO

The stockholders approved Company's 2007 Long-Term Incentive Plan and awards granted thereunder to the Company's President and Chief Executive Officer, in accordance with Section 162(m) of the Internal Revenue Code by the following vote:

Votes For Votes Against Votes Abstain Broker Non-Votes 77,690,892 1,900,965 34,925 3,091,462

--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters