8-K 1 d757638d8k.htm 8-K 8-K

 

 

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 22, 2019

 

 

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-11442   34-1712937

(State of other jurisdiction

of incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

3055 Torrington Drive

Ball Ground, Georgia

   30107
(Address of principal executive offices)   (ZIP Code)

Registrant’s telephone number, including area code: (770) 721-8800

NOT APPLICABLE

(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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading Symbol(s)

  

Name of each exchange on which registered

Common Stock, par value $0.01   GTLS   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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

Chart Industries, Inc. (the “Company”) held its 2019 annual meeting of stockholders on May 22, 2019. At the Company’s annual meeting of stockholders, the following matters were submitted to a vote:

 

  •  

the election of seven directors for a term of one year;

 

  •  

the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019; and

 

  •  

the approval, on an advisory basis, of the Company’s executive compensation.

As of the record date of March 26, 2019, there were 31,731,862 shares of common stock outstanding and entitled to vote at the meeting. The holders of 29,718,196 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 Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2019 was ratified, and the compensation of the Company’s named executive officers, as disclosed in the proxy statement, was approved on an advisory basis.

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

 

Election of Directors

   

For

   

Withheld

     

Broker Non-Votes

W. Douglas Brown

    27,785,928      527,951      1,404,317

Carey Chen

    28,272,686      41,193      1,404,317

Jillian C. Evanko

    28,225,880      87,999      1,404,317

Steven W. Krablin

    25,719,502      2,594,377      1,404,317

Michael L. Molinini

    28,272,791      41,088      1,404,317

Elizabeth G. Spomer

    28,274,358      39,521      1,404,317

David M. Sagehorn

    28,263,119      50,760      1,404,317

The vote with respect to the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm was as follows:

 

    

For

   

Against

   

Abstain

   

Broker Non-Votes

Ratification of Deloitte & Touche LLP as the Company’s Independent

Registered Public Accounting Firm

    29,320,817    393,708    3,671    —  

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

 

    

For

   

Against

   

Abstain

   

Broker Non-Votes

Approval, on an Advisory Basis, of the Company’s Executive Compensation

    27,237,714    1,055,099    21,066    1,404,317

For information on how the votes for the above matters were tabulated, see the Company’s definitive proxy statement used in connection with the annual meeting of stockholders held on May 22, 2019.

SIGNATURE

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 23, 2019    
    By:   /s/ Jillian C. Evanko
      Jillian C. Evanko
      President and Chief Executive Officer