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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
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State of other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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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) |
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Securities registered pursuant to Section 12(b) of the Act:
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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
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 2021 annual meeting of stockholders (the “Annual Meeting”) on May 13, 2021. 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, 2021; and |
| • | the approval, on an advisory basis, of the Company’s executive compensation. |
As of the March 17, 2021 record date, there were 36,333,917 shares of common stock outstanding and entitled to vote at the Annual Meeting. The holders of 32,819,308 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 definitive proxy statement (the “Proxy Statement”) for the Annual Meeting. All the directors were elected, the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021 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 |
|||||||||
| Carey Chen |
31,476,377 | 367,188 | 975,743 | |||||||||
| Jillian C. Evanko |
31,337,915 | 505,650 | 975,743 | |||||||||
| Steven W. Krablin |
29,446,648 | 2,396,917 | 975,743 | |||||||||
| Singleton B. McAllister |
31,684,841 | 158,724 | 975,743 | |||||||||
| Michael L. Molinini |
31,255,462 | 588,103 | 975,743 | |||||||||
| David M. Sagehorn |
31,818,042 | 25,523 | 975,743 | |||||||||
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 |
32,653,840 | 152,610 | 12,858 | 0 | ||||||||||||
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 |
29,452,658 | 2,371,522 | 19,385 | 975,743 | ||||||||||||
For information on how the votes for the above matters were tabulated, see the Proxy Statement.
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 13, 2021 |
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| By: | /s/ Jillian C. Evanko | |||||
| Jillian C. Evanko | ||||||
| President and Chief Executive Officer | ||||||
