CVR Energy Inc.
03/18/2024 | Press release | Distributed by Public on 03/18/2024 14:16
Material Event - Form 8-K
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On and effective March 17, 2024, Dustin DeMaria and Mark J. Smith were appointed to the Board of Directors (the "Board") of CVR Energy, Inc. (the "Company"). In addition, Mr. DeMaria was appointed to the Board's Compensation Committee, and Mr. Smith was appointed to the Board's Environmental, Health & Safety Committee, as well as to the Board's Special Committee - Strategic.
In connection with Mr. Smith's appointment, the Board affirmatively determined that he qualifies as independent under the rules and regulations of the Securities and Exchange Commission (the "SEC") and the New York Stock Exchange (the "NYSE"). As of the date of his appointment, there were no transactions involving the Company and Mr. Smith that are required to be disclosed pursuant to Item 404(a) of Regulation S-K, and no arrangement or understanding exists between Mr. Smith and any other person pursuant to which he was selected as a director. Mr. Smith will be entitled to receive compensation for his board and committee service in accordance with the compensation program in place for other non-employee directors, as previously disclosed by the Company.
Mr. DeMaria is employed by Icahn Enterprises L.P. ("IEP") and was selected as a director of the Company as a result of his role with IEP. The Company and IEP are each indirectly controlled by Carl C. Icahn, and IEP and its affiliates indirectly own approximately 66% of the outstanding shares of common stock of the Company. As of the date of his appointment, Mr. DeMaria is not a party to any transactions that would be required to be reported under Item 404(a) of Regulation S-K, and there are no other arrangements or understandings between him and any other persons pursuant to which he was selected as a director. Mr. DeMaria will not receive compensation for his service on the Board or its committees as long as he is employed by IEP or its affiliates.
Messrs. Smith and DeMaria will enter into the Company's standard form of indemnification agreement pursuant to which the Company is required to indemnify each of Messrs. Smith and DeMaria against certain liabilities that may arise by reason of their service as a director and to advance certain expenses to them. The form of the indemnification agreement has been filed as Exhibit 10.49 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
On and effective March 15, 2024, Hunter C. Gary resigned from the Board and from its Compensation Committee and Environmental, Health & Safety Committee. The resignation of Mr. Gary from the Board and such committees was for personal reasons and was not the result of any disagreements with the Company on any matter relating to the Company's operations, policies or practices. In connection with the foregoing matters, the Board increased the number of directors comprising its members from six to seven directors.