Calumet, Inc. /DE false 0002013745 0002013745 2025-06-10 2025-06-10
 
 

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 10, 2025

 

 

CALUMET, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-42172   36-5098520

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1060 N. Capital Avenue

Suite 6-401

Indianapolis, Indiana 46204

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (317) 328-5660

 

 

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:

 

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 per share   CLMT   The Nasdaq Stock Market LLC

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.

On June 10, 2025, Calumet, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the Company’s stockholders voted on four proposals as described below.

Proposal No. 1 - Election of Class I Directors

The Company’s stockholders elected the four Class I director nominees listed below as directors of the Company, each to serve until the Company’s 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The voting results were as follows:

 

Nominees

   For      Withhold      Broker Non-Votes  

John (“Jack”) G. Boss

     41,616,233        391,687        25,991,156  

Stephen P. Mawer

     41,505,100        502,820        25,991,156  

Karen Narwold

     41,611,291        396,629        25,991,156  

Julio Quintana

     41,615,602        392,318        25,991,156  

Proposal No. 2 - Advisory Vote to Approve Executive Compensation

The Company’s stockholders approved, on a non-binding, advisory basis, the Company’s executive compensation. The voting results were as follows:

 

For:

     40,897,636  

Against:

     851,240  

Abstain:

     259,044  

Broker Non-Votes:

     25,991,156  

Proposal No. 3 - Advisory Vote on the Frequency of the Executive Compensation Vote

The Company’s stockholders voted on a non-binding, advisory basis on the frequency of future votes on executive compensation. The voting results were as follows:

 

1 Year:

     41,196,941  

2 Years:

     119,286  

3 Years:

     510,710  

Abstain:

     180,983  

Broker Non-Votes:

     25,991,156  

In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its stockholders.

Proposal No. 4 - Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:

 

For:

     67,570,344  

Against:

     193,850  

Abstain:

     234,882  


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.

 

    CALUMET, INC.
Date: June 16, 2025     By:  

/s/ David Lunin

    Name:   David Lunin
    Title:   Executive Vice President and Chief Financial Officer