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): June 18, 2013 (June 13, 2013)

 

CVR ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other
jurisdiction of
incorporation)

 

001-33492

(Commission File Number)

 

61-1512186

(I.R.S. Employer
Identification Number)

 

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))

 

 

 



 

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

 

On June 13, 2013, CVR Energy, Inc. (the “Company”) held its annual meeting of the stockholders of the Company.  The stockholders of the Company voted on three 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, 2013, and (3) approval by a non-binding advisory vote of the Company’s named executive officer compensation (referred to as “Say-on-Pay”).  For more information regarding the foregoing proposals, please see the Company’s Proxy Statement dated April 30, 2013, 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, 2013 was ratified, and (3) the stockholders approved, by a non-binding advisory vote, the Company’s named executive officer compensation (or “Say-on-Pay”).  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 Against
or Withheld

 

Votes Abstain

 

Broker Non-

Votes

 

Bob G. Alexander

 

83,016,829

 

147,042

 

0

 

1,812,159

 

SungHwan Cho

 

73,650,659

 

9,513,212

 

0

 

1,812,159

 

Carl C. Icahn

 

78,068,600

 

5,095,271

 

0

 

1,812,159

 

Vincent J. Intrieri

 

78,498,887

 

4,664,984

 

0

 

1,812,159

 

John J. Lipinski

 

79,723,581

 

3,440,290

 

0

 

1,812,159

 

Samuel Merksamer

 

78,493,283

 

4,670,588

 

0

 

1,812,159

 

Stephen Mongillo

 

82,970,901

 

192,970

 

0

 

1,812,159

 

Daniel A. Ninivaggi

 

72,617,050

 

10,546,821

 

0

 

1,812,159

 

James M. Strock

 

82,974,295

 

189,576

 

0

 

1,812,159

 

 

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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, 2013 was ratified by the following vote:

 

Votes For

 

Votes Against or
Withheld

 

Votes Abstain

 

Broker Non-Votes

 

84,922,930

 

43,816

 

9,284

 

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 For

 

Votes Against or
Withheld

 

Votes Abstain

 

Broker Non-Votes

 

82,770,329

 

357,841

 

35,701

 

1,812,159

 

 

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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:  June 18, 2013

 

 

 

 

 

 

CVR Energy, Inc.

 

 

 

 

 

By:

/s/ Edmund S. Gross

 

 

Edmund S. Gross,

 

 

Senior Vice President, General Counsel and

 

 

Secretary

 

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