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 18, 2011

CVR ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33492		61-1512186
(State or other		(Commission File Number)		(I.R.S. Employer
jurisdiction of				Identification Number)
incorporation)

(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:

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

     On May 18, 2011, CVR Energy, Inc. (the “Company”) held its annual meeting of the stockholders of the Company. The stockholders of the Company voted on five proposals, consisting of (1) election of nine directors to the board of directors of the Company (the “Board”), (2) ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2011, (3) approval by a non-binding advisory vote of the Company’s named executive officer compensation (referred to as “Say-on-Pay”), (4) approval by a non-binding advisory vote of the frequency of future Say-on-Pay voting every 1 year, 2 years or 3 years, and (5) approval of the Performance Incentive Plan of the Company. For more information regarding the foregoing proposals, please see the Company’s Proxy Statement dated April 20, 2011, which was filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.

     At the annual meeting of the stockholders of the Company, (1) all of the Board’s nominees for director were elected, (2) the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2011 was ratified, (3) the stockholders approved, by a non-binding advisory vote, the Company’s named executive officer compensation (or “Say-on-Pay”), (4) the stockholders approved, by a non-binding advisory vote, the frequency of future Say-on-Pay voting every year, and (5) the stockholders approved the Performance Incentive Plan of the Company. The voting results for each of the proposals are summarized below.

Proposal 1 — Election of Directors

     The nominees listed below were elected to the Board, with the respective votes set forth opposite of each nominee’s name:

						Votes Against								Broker Non-
Director		Votes For				or Withheld				Votes Abstain				Votes
John J. Lipinski			67,377,231				641,531				0				11,307,555
Barbara M. Baumann			67,658,498				360,264				0				11,307,555
William J. Finnerty			67,765,895				252,867				0				11,307,555
C. Scott Hobbs			67,781,818				236,944				0				11,307,555
George E. Matelich			67,426,431				592,331				0				11,307,555
Steve A. Nordaker			67,424,531				594,231				0				11,307,555
Robert T. Smith			67,766,187				252,575				0				11,307,555
Joseph E. Sparano			67,420,232				598,530				0				11,307,555
Mark E. Tomkins			67,427,279				591,483				0				11,307,555

Proposal 2 — Ratify the Audit Committee’s Selection of KPMG

     The appointment by the Company’s Audit Committee of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2011 was ratified by the following vote:

		Votes Against or
Votes For		Withheld				Votes Abstain				Broker Non-Votes
78,915,331			51,404				359,582				0

Proposal 3 — Non-Binding, Advisory Vote on Named Executive Officer Compensation (Say-on-Pay)

     The stockholders approved, by a non-binding advisory vote, the Company’s named executive officer compensation (or “Say-on-Pay”) by the following vote:

		Votes Against or
Votes For		Withheld				Votes Abstain				Broker Non-Votes
60,561,655			7,220,301				236,806				11,307,555

Proposal 4 — Non-Binding, Advisory Vote on the Frequency of Future Say-on-Pay Voting

     The stockholders approved, by a non-binding advisory vote, the frequency of future Say-on-Pay voting every year by the following vote:

														Broker Non-
Every 1 Year		Every 2 Years				Every 3 Years				Votes Abstain				Votes
38,954,314			459,777				28,393,035				211,636				11,307,555

Proposal 5 — Approval of the Performance Incentive Plan

     The stockholders approved the Performance Incentive Plan of the Company by the following vote:

		Votes Against or
Votes For		Withheld				Votes Abstain				Broker Non-Votes
66,708,042			1,054,739				255,981				11,307,555

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.

     Date: May 23, 2011

		CVR Energy, Inc.
		By:		/s/ Edmund S. Gross   Edmund S. Gross,
				Senior Vice President, General Counsel and
				Secretary