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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 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
(Address of principal executive offices,
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
 
Edmund S. Gross,
   
 
      Senior Vice President, General Counsel and    
 
      Secretary