CVR ENERGY INC

Regulatory Filings • May 23, 2011

8-K 1 y91427e8vk.htm FORM 8-K e8vk PAGEBREAK

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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

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Date of Report (Date of earliest event reported): May 18, 2011

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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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link1 "Item 5.07. Submission of Matters to a Vote of Security Holders"

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:

Director	Votes For	Votes Against — or Withheld	Votes Abstain	Broker Non- — 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 For	Votes Against or — 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 For	Votes Against or — 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:

Every 1 Year	Every 2 Years	Every 3 Years	Votes Abstain	Broker Non- — 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 For	Votes Against or — Withheld	Votes Abstain	Broker Non-Votes
66,708,042	1,054,739	255,981	11,307,555

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link1 "SIGNATURES"

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

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