Submission of Matters to a Vote of Security Holders.
On June 2, 2021, CVR Energy, Inc. (the 'Company') held its 2021 Annual Meeting of Stockholders ('Annual Meeting'). The stockholders of the Company as of the close of business April 9, 2021 voted on three proposals, consisting of (1) the election of eight directors to the Company's board of directors (the 'Board'), each to serve until the 2022 annual meeting of stockholders of the Company or until such director's successor has been elected and qualified; (2) the approval, by a non-binding advisory vote, of the Company's named executive officer compensation as discussed in the Company's Proxy Statement dated April 23, 2021, which was filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the '2021 Proxy Statement'), referred to as 'Say-on-Pay'; and (3) the ratification of the appointment by the Audit Committee of the Board of Grant Thornton LLP as the independent registered public accounting firm for the Company for the 2021 fiscal year. For more information regarding the foregoing proposals, refer to the Company's Proxy Statement.
At the Annual Meeting, (1) the eight directors nominated by the Board were elected; (2) the stockholders voted, on an advisory basis, in favor of the Company's named executive officer compensation; and (3) the stockholders ratified Grant Thornton LLP as the independent registered public accounting firm for the Company for the 2021 fiscal year. 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 Withheld
|
Broker Non-Votes
|
Patricia A . Agnello
|
81,107,472
|
7,208,369
|
5,725,046
|
Kapiljeet Dargan
|
81,216,556
|
7,099,285
|
5,725,046
|
Jaffrey (Jay) A. Firestone
|
87,798,487
|
517,354
|
5,725,046
|
Jonathan Frates
|
74,031,951
|
14,283,890
|
5,725,046
|
Hunter C. Gary
|
77,814,242
|
10,501,599
|
5,725,046
|
David L. Lamp
|
82,726,431
|
5,589,410
|
5,725,046
|
Stephen Mongillo
|
81,485,804
|
6,830,037
|
5,725,046
|
James M. Strock
|
81,493,674
|
6,822,167
|
5,725,046
|
Proposal 2 - Say-on-Pay Proposal
The stockholders approved, by a non-binding advisory vote, Say-on-Pay by the following vote:
|
Votes For
|
Votes Against
|
Votes Abstain
|
Broker Non-Votes
|
87,129,263
|
1,099,969
|
86,609
|
5,725,046
|
Proposal 3 - Auditor Ratification Proposal
The appointment by the Audit Committee of Grant Thornton LLP as the independent registered public accounting firm for the Company for the 2021 fiscal year was ratified by the following vote:
|
Votes For
|
Votes Against
|
Votes Abstain
|
Broker Non-Votes
|
93,673,595
|
299,740
|
67,552
|
-
|
Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being 'furnished' as part of this Current Report on Form 8-K:
|
Exhibit
Number
|
Exhibit Description
|
|
104
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
|