UNITED STATES

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 25, 2017

 

 

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-11442   34-1712937
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio   44125
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (440) 753-1490

 

    

(Former name or former address, if changed since last report.)

 

 

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 (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 25, 2017, Chart Industries, Inc. (the “Company”) held its annual meeting of stockholders. At the annual meeting, the Company’s stockholders approved the Chart Industries, Inc. 2017 Omnibus Equity Plan (the “2017 Omnibus Equity Plan”). As described in the Company’s definitive proxy statement for the annual meeting, the Company’s directors, officers and employees (including its principal executive officer, principal financial officer and other “named executive officers”) are eligible to be granted awards under the 2017 Omnibus Equity Plan. It is anticipated that awards will be granted to the Company’s officers and directors 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 2017 Omnibus Equity Plan. A more detailed description of the 2017 Omnibus Equity 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 11, 2017 under “Approval and Adoption of the Chart Industries, Inc. 2017 Omnibus Equity Plan” and is incorporated herein by reference. A copy of the 2017 Omnibus Equity 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.

Chart Industries, Inc. (the “Company”) held its 2017 annual meeting of stockholders on May 25, 2017. At the Company’s annual meeting of stockholders the following matters were submitted to a vote:

 

    the election of nine 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, 2017;

 

    the approval, on an advisory basis, of the Company’s executive compensation;

 

    the approval, on an advisory basis, of the frequency of future advisory votes on executive compensation; and

 

    the approval and adoption of the Chart Industries, Inc. 2017 Omnibus Equity Plan.

As of the record date of March 28, 2017, there were 30,714,011 shares of common stock outstanding and entitled to vote at the meeting. The holders of 29,213,881 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 2017 was ratified, the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved on an advisory basis, stockholders indicated their preference to hold future votes on executive compensation on an annual basis, and stockholders approved and adopted the 2017 Omnibus Equity Plan.

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

 

Election of Directors

   For      Withheld      Broker Non-Votes  

Samuel F. Thomas

     26,441,319        247,712        2,524,850  

W. Douglas Brown

     26,041,307        647,724        2,524,850  

Richard E. Goodrich

     26,174,244        514,787        2,524,850  

William C. Johnson

     26,452,966        236,065        2,524,850  

Terrence J. Keating

     26,234,483        454,548        2,524,850  

Steven W. Krablin

     24,283,407        2,405,624        2,524,850  

Michael L. Molinini

     26,453,728        235,303        2,524,850  

Elizabeth G. Spomer

     26,234,140        454,891        2,524,850  

Thomas L. Williams

     26,041,812        647,219        2,524,850  

 

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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:

 

     For      Against      Abstain      Broker Non-Votes  

Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

     29,000,902        173,782        39,197        —    

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

 

     For      Against      Abstain      Broker Non-Votes  

Approval, on an Advisory Basis, of the Company’s Executive Compensation

     19,875,660        6,770,557        42,814        2,524,850  

The advisory vote with respect to the frequency of future advisory votes on the Company’s executive compensation was as follows:

 

     1 Year      2 Years      3 Years      Abstain  

Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

     20,891,457        27,039        5,731,507        39,028  

The vote with respect to the approval and adoption of the Chart Industries, Inc. 2017 Omnibus Equity Plan was as follows:

 

     For      Against      Abstain      Broker Non-Votes  

Approval and Adoption of the Chart Industries, Inc. 2017 Omnibus Equity Plan

     19,103,407        7,546,150        39,474        2,524,850  

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

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 25, 2017.

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

  

Description

10.1    Chart Industries, Inc. 2017 Omnibus Equity Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement filed with the SEC on April 11, 2017 (File No. 001-11442)).

 

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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.

 

    Chart Industries, Inc.
Date: May 26, 2017     By:   /s/ Jillian C. Evanko
      Jillian C. Evanko
      Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

  

Description

10.1    Chart Industries, Inc. 2017 Omnibus Equity Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement filed with the SEC on April 11, 2017 (File No. 001-11442)).

 

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