CVR ENERGY, INC. (NYSE:CVI) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders.

The information set forth below regarding the amendments to the Amended and Restated Certificate of Incorporation (the “Charter”) and the Amended and Restated By-Laws (the “By-Laws”) of CVR Energy, Inc. (the “Company”) is incorporated by reference into this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 15, 2018, the Company amended its Charter and its By-Laws. The amendment to the Charter was approved by the Company’s stockholders at the Company’s annual meeting of stockholders held on June 13, 2018, as disclosed in Item 5.07 below. The amendments to the By-Laws were approved by the Company’s Board of Directors (the “Board”) in the form of an amendment and restatement thereof. The material changes reflected in the amendments to the Charter and Bylaws are as follows:

A composite copy of the Charter, as amended, is attached as Exhibit 3.1 to this Report and is incorporated herein by reference. A complete copy of the By-Laws, as amended and restated, is attached as Exhibit 3.2 to this Report and is incorporated herein by reference.

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

On June 13, 2018, 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 seven directors to the Board of the Company, (2) ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2018 (referred to as the “auditor ratification proposal”), (3) approval by a non-binding advisory vote of the Company’s named executive officer compensation (or “Say-on-Pay” and referred to as the “Say-on-Pay proposal”), (4) approval of an amendment to the Charter to allow stockholders to act by less than unanimous written consent (referred to as the “written consent proposal”) and (5) approval, for purposes of Section 312.03 of the New York Stock Exchange Listed Company Manual, of the issuance of up to 23,537,209 shares of common stock of the Company in connection with the Company’s offer to exchange up to 37,154,236 common units of CVR Refining, LP, not otherwise directly or indirectly owned by the Company or its affiliates, for shares of common stock of the Company at an exchange ratio of one common unit for 0.6335 shares of common stock of the Company (the “Exchange Offer” and referred to as the “share issuance proposal”). For more information regarding the foregoing proposals, please see the Company’s Proxy Statement dated April 27, 2018 and the amendment dated June 8, 2018, both of which were filed with the Securities and Exchange Commission 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 auditor ratification proposal was ratified, (3) the stockholders approved the Say-on-Pay proposal, (4) the stockholders approved the written consent proposal and (5) the stockholders approved the share issuance proposal. 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:

Proposal 2 – Auditor Ratification Proposal

The appointment by the Company’s Audit Committee of Grant Thornton LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2018 was ratified by the following vote:

Proposal 3 – Say-on-Pay Proposal

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

Proposal 4 – Written Consent Proposal

The stockholders approved an amendment to the Charter to allow stockholders to act by less than unanimous written consent by the following vote:

Proposal 5 – Share Issuance Proposal

The stockholders approved, to Section 312.03 of the New York Stock Exchange Listed Company Manual, the issuance of certain shares of the common stock of the Company in connection with the Exchange Offer by the following vote:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

CVR ENERGY INC Exhibit
EX-3.1 2 exhibit31-arcertificateofi.htm EXHIBIT 3.1 Exhibit Exhibit 3.1AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CVR ENERGY,…
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About CVR ENERGY, INC. (NYSE:CVI)

CVR Energy, Inc. (CVR Energy) is a holding company. The Company engages in the petroleum refining and nitrogen fertilizer manufacturing through its holdings in CVR Refining LP (CVR Refining or the Refining Partnership) and CVR Partners LP (CVR Partners or the Nitrogen Fertilizer Partnership). It operates under two business segments: petroleum (the petroleum and related businesses operated by the Refining Partnership) and nitrogen fertilizer (the nitrogen fertilizer business operated by the Nitrogen Fertilizer Partnership). The Company’s Refining Partnership is an independent petroleum refiner and marketer of transportation fuels. Its Nitrogen Fertilizer Partnership produces and markets nitrogen fertilizers in the form of urea and ammonium nitrate (UAN) and ammonia. The petroleum business consists of a coking medium-sour crude oil refinery in Coffeyville, Kansas and a crude oil refinery in Wynnewood, Oklahoma. The nitrogen fertilizer business consists of UAN and ammonia products.