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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2011
CVR ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33492 | 61-1512186 | ||
| (State or other | (Commission File Number) | (I.R.S. Employer | ||
| jurisdiction of | Identification Number) | |||
| incorporation) |
2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479
Sugar Land, Texas 77479
(Address of principal executive offices,
including zip code)
including zip code)
Registrant’s telephone number, including area code: (281) 207-3200
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.07. Submission of Matters to a Vote of Security Holders | ||||||||
| SIGNATURES | ||||||||
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 18, 2011, CVR Energy, Inc. (the “Company”) held its annual meeting of the stockholders
of the Company. The stockholders of the Company voted on five proposals, consisting of (1)
election of nine directors to the board of directors of the Company (the “Board”), (2) ratification
of the appointment of KPMG LLP as the independent registered public accounting firm of the Company
for the fiscal year ending December 31, 2011, (3) approval by a non-binding advisory vote of the
Company’s named executive officer compensation (referred to as “Say-on-Pay”), (4) approval by a
non-binding advisory vote of the frequency of future Say-on-Pay voting every 1 year, 2 years or 3
years, and (5) approval of the Performance Incentive Plan of the Company. For more information
regarding the foregoing proposals, please see the Company’s Proxy Statement dated April 20, 2011,
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 KPMG LLP as the independent registered public
accounting firm of the Company for the fiscal year ending December 31, 2011 was ratified, (3) the
stockholders approved, by a non-binding advisory vote, the Company’s named executive officer
compensation (or “Say-on-Pay”), (4) the stockholders approved, by a non-binding advisory vote, the
frequency of future Say-on-Pay voting every year, and (5) the stockholders approved the Performance
Incentive Plan of the Company. 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:
| Votes Against | Broker Non- | |||||||||||||||
| Director | Votes For | or Withheld | Votes Abstain | Votes | ||||||||||||
John J. Lipinski |
67,377,231 | 641,531 | 0 | 11,307,555 | ||||||||||||
Barbara M. Baumann |
67,658,498 | 360,264 | 0 | 11,307,555 | ||||||||||||
William J. Finnerty |
67,765,895 | 252,867 | 0 | 11,307,555 | ||||||||||||
C. Scott Hobbs |
67,781,818 | 236,944 | 0 | 11,307,555 | ||||||||||||
George E. Matelich |
67,426,431 | 592,331 | 0 | 11,307,555 | ||||||||||||
Steve A. Nordaker |
67,424,531 | 594,231 | 0 | 11,307,555 | ||||||||||||
Robert T. Smith |
67,766,187 | 252,575 | 0 | 11,307,555 | ||||||||||||
Joseph E. Sparano |
67,420,232 | 598,530 | 0 | 11,307,555 | ||||||||||||
Mark E. Tomkins |
67,427,279 | 591,483 | 0 | 11,307,555 | ||||||||||||
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Proposal 2 — Ratify the Audit Committee’s Selection of KPMG
The appointment by the Company’s Audit Committee of KPMG LLP as the independent registered
public accounting firm of the Company for the fiscal year ending December 31, 2011 was ratified by
the following vote:
| Votes Against or | ||||||||||||
| Votes For | Withheld | Votes Abstain | Broker Non-Votes | |||||||||
78,915,331 |
51,404 | 359,582 | 0 | |||||||||
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 Against or | ||||||||||||
| Votes For | Withheld | Votes Abstain | Broker Non-Votes | |||||||||
60,561,655 |
7,220,301 | 236,806 | 11,307,555 | |||||||||
Proposal 4 — Non-Binding, Advisory Vote on the Frequency of Future Say-on-Pay Voting
The stockholders approved, by a non-binding advisory vote, the frequency of future Say-on-Pay
voting every year by the following vote:
| Broker Non- | ||||||||||||||||
| Every 1 Year | Every 2 Years | Every 3 Years | Votes Abstain | Votes | ||||||||||||
38,954,314
|
459,777 | 28,393,035 | 211,636 | 11,307,555 | ||||||||||||
Proposal 5 — Approval of the Performance Incentive Plan
The stockholders approved the Performance Incentive Plan of the Company by the following vote:
| Votes Against or | ||||||||||||
| Votes For | Withheld | Votes Abstain | Broker Non-Votes | |||||||||
66,708,042
|
1,054,739 | 255,981 | 11,307,555 | |||||||||
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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.
Date: May 23, 2011
| CVR Energy, Inc. | ||||||
| By: | /s/ Edmund S. Gross
|
|||||
| Senior Vice President, General Counsel and | ||||||
| Secretary | ||||||