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 26, 2011

 

 

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-11442   34-1712937

(State or other jurisdiction

of incorporation)

  (Commission
File Number)
  (IRS Employer
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))

 

 

 


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

The Chart Industries Inc. annual meeting of stockholders was held on May 26, 2011. At the meeting the following matters were submitted to a vote of stockholders:

 

   

the election of seven 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, 2011;

 

   

an advisory vote on executive compensation; and

 

   

an advisory vote on the frequency of future advisory votes on executive compensation.

As of the record date of March 29, 2011, there were 29,107,410 shares of common stock outstanding and entitled to vote at the meeting. The holders of 25,913,779 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 2011 was ratified, the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved on an advisory basis and the stockholders indicated their preference to hold future votes on executive compensation on an annual basis.

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

 

Election of Directors

   For      Withheld      Broker
Non-Votes
 

Samuel F. Thomas

     22,997,125         651,536         2,285,118   

W. Douglas Brown

     23,302,158         326,503         2,285,118   

Richard E. Goodrich

     23,447,961         180,700         2,285,118   

Steven W. Krablin

     23,448,031         180,630         2,285,118   

Michael W. Press

     23,301,408         327,253         2,285,118   

James M. Tidwell

     23,300,958         327,703         2,285,118   

Thomas L. Williams

     22,829,025         799,636         2,285,118   

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

     25,256,625         610,985         46,169         —     

 

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

 

     For      Against      Abstain      Broker
Non-Votes
 

Advisory Vote on Executive Compensation

     22,990,658         308,995         329,008         2,285,118   

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

     21,515,832         32,803         1,795,750         284,276   

In light of the foregoing advisory vote on the frequency of future votes on executive compensation, the Company plans to hold an annual advisory vote on executive compensation.

 

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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 27, 2011      
      By:   /s/ Matthew J. Klaben
        Matthew J. Klaben
        Vice President, General Counsel and Secretary

 

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