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): December 22, 2009 (December 18, 2009)
CVR ENERGY, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33492
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61-1512186 |
(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number) |
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 (see General Instruction
A.2. below):
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On December 18, 2009 (the “Effective Date”), CVR Energy, Inc. (the “Company”) entered
into Restricted Stock Agreements with each of Edward Morgan, the Chief Financial Officer and
Treasurer of the Company, and Edmund S. Gross, the Senior Vice President, General Counsel and
Secretary of the Company. Mr. Morgan was awarded 38,168 shares of non-vested restricted stock of
the Company, and Mr. Gross was awarded 15,268 shares of non-vested restricted stock of the Company.
The awards were made pursuant to the Company’s 2007 Long Term Incentive Plan. The awards vest in
one-third annual increments beginning on the first anniversary of the Effective Date. Mr. Morgan
and Mr. Gross have the right to vote the awarded shares as of the Effective Date. However, the
shares are subject to transfer restrictions until they vest, and upon vesting, the shares remain
subject to stock retention guidelines of the Company and compliance with applicable securities
laws.
Item 8.01. Other Events.
As of the Effective Date, the Board of Directors of the Company adopted stock retention
guidelines, which apply to certain officers of the Company and its affiliates and outside directors
of the Company. The stock retention guidelines were implemented as a part of the Company’s
Corporate Governance Guidelines and are available at the Investor Relations / Corporate Governance
section of the Company’s website, www.cvrenergy.com.