UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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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
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Chart Industries, Inc. (the “Company”) held its 2020 annual meeting (the “Annual Meeting”) of stockholders on May 12, 2020. At the Annual Meeting, the following matters were submitted to a vote:
| • | the election of six 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, 2020; and |
| • | the approval, on an advisory basis, of the Company’s executive compensation. |
As of the record date of March 17, 2020, there were 35,950,085 shares of common stock outstanding and entitled to vote at the meeting. The holders of 33,478,251 shares were represented at the Annual 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 2020 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 |
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| Carey Chen |
31,532,174 |
549,830 |
1,396,247 |
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| Jillian C. Evanko |
29,219,554 |
2,862,450 |
1,396,247 |
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| Steven W. Krablin |
29,605,621 |
2,476,383 |
1,396,247 |
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| Singleton B. McAllister |
31,454,664 |
627,340 |
1,396,247 |
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| Michael L. Molinini |
31,350,574 |
731,430 |
1,396,247 |
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| David M. Sagehorn |
31,462,567 |
619,437 |
1,396,247 |
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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 |
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| Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm |
33,289,577 |
174,431 |
14,243 |
— |
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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 |
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| Approval, on an Advisory Basis, of the Company’s Executive Compensation |
29,756,154 |
2,309,973 |
15,877 |
1,396,247 |
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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.
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 12, 2020 |
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| By: |
/s/ Jillian C. Evanko | |||||
| Jillian C. Evanko | ||||||
| President and Chief Executive Officer | ||||||