CHART INDUSTRIES, INC. (NASDAQ:GTLS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May25, 2017, Chart Industries, Inc. (the Company) held its
annual meeting of stockholders. At the annual meeting, the
Companys stockholders approved the Chart Industries, Inc. 2017
Omnibus Equity Plan (the 2017 Omnibus Equity Plan). As described
in the Companys definitive proxy statement for the annual
meeting, the Companys directors, officers and employees
(including its principal executive officer, principal financial
officer and other named executive officers) are eligible to be
granted awards under the 2017 Omnibus Equity Plan. It is
anticipated that awards will be granted to the Companys officers
and directors in the future as may be determined by the
Compensation Committee of the Companys Board of Directors from
time to time consistent with terms of the 2017 Omnibus Equity
Plan. A more detailed description of the 2017 Omnibus Equity Plan
can be found in the Companys definitive proxy statement for the
annual meeting which was filed with the Securities and Exchange
Commission (the SEC) on April11, 2017 under Approval and Adoption
of the Chart Industries, Inc. 2017 Omnibus Equity Plan and is
incorporated herein by reference. A copy of the 2017 Omnibus
Equity Plan was also attached as Appendix A to the Companys
definitive proxy statement and is included as Exhibit 10.1 and
incorporated herein by reference.
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
Chart Industries, Inc. (the Company) held its 2017 annual meeting
of stockholders on May25, 2017. At the Companys annual meeting of
stockholders the following matters were submitted to a vote:
| the election of nine directors for a term of one year; |
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the ratification of the selection of Ernst Young LLP as the Companys independent registered public accounting firm for the year ending December31, 2017; |
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the approval, on an advisory basis, of the Companys executive compensation; |
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the approval, on an advisory basis, of the frequency of future advisory votes on executive compensation; and |
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the approval and adoption of the Chart Industries, Inc. 2017 Omnibus Equity Plan. |
As of the record date of March28, 2017, there were 30,714,011
shares of common stock outstanding and entitled to vote at the
meeting. The holders of 29,213,881 shares were represented in
person or by proxy at the 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 Ernst
Young LLP as the Companys independent registered public
accounting firm for 2017 was ratified, the compensation of the
Companys named executive officers as disclosed in the proxy
statement was approved on an advisory basis, stockholders
indicated their preference to hold future votes on executive
compensation on an annual basis, and stockholders approved and
adopted the 2017 Omnibus Equity Plan.
The vote with respect to the election of directors was as
follows:
|
Election of Directors |
For | Withheld | BrokerNon-Votes | |||||||||
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Samuel F. Thomas |
26,441,319 | 247,712 | 2,524,850 | |||||||||
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W. Douglas Brown |
26,041,307 | 647,724 | 2,524,850 | |||||||||
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Richard E. Goodrich |
26,174,244 | 514,787 | 2,524,850 | |||||||||
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William C. Johnson |
26,452,966 | 236,065 | 2,524,850 | |||||||||
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Terrence J. Keating |
26,234,483 | 454,548 | 2,524,850 | |||||||||
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Steven W. Krablin |
24,283,407 | 2,405,624 | 2,524,850 | |||||||||
|
Michael L. Molinini |
26,453,728 | 235,303 | 2,524,850 | |||||||||
|
Elizabeth G. Spomer |
26,234,140 | 454,891 | 2,524,850 | |||||||||
|
Thomas L. Williams |
26,041,812 | 647,219 | 2,524,850 |
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The vote with respect to the ratification of the selection of
Ernst Young LLP as the Companys independent registered public
accounting firm was as follows:
| For | Against | Abstain | BrokerNon-Votes | |||||||||||||
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Ratification of Ernst Young LLP as the Companys |
29,000,902 | 173,782 | 39,197 |
The advisory vote with respect to the approval of the
compensation of the Companys named executive officers was as
follows:
| For | Against | Abstain | BrokerNon-Votes | |||||||||||||
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Approval, on an Advisory Basis, of the Companys |
19,875,660 | 6,770,557 | 42,814 | 2,524,850 |
The advisory vote with respect to the frequency of future
advisory votes on the Companys executive compensation was as
follows:
| 1 Year | 2Years | 3 Years | Abstain | |||||||||||||
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Advisory Vote on the Frequency of Future Advisory |
20,891,457 | 27,039 | 5,731,507 | 39,028 |
The vote with respect to the approval and adoption of the Chart
Industries, Inc. 2017 Omnibus Equity Plan was as follows:
| For | Against | Abstain | BrokerNon-Votes | |||||||||||||
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Approval and Adoption of the Chart Industries, Inc. |
19,103,407 | 7,546,150 | 39,474 | 2,524,850 |
Consistent with the advisory vote on the frequency of future
votes on executive compensation, the Company plans to hold an
annual advisory vote on executive compensation.
For information on how the votes for the above matters were
tabulated, see the Companys definitive proxy statement used in
connection with the annual meeting of stockholders held on May25,
2017.
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| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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ExhibitNo. |
Description |
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| 10.1 |
Chart Industries, Inc. 2017 Omnibus Equity Plan (incorporated by reference to Appendix A to the Companys definitive proxy statement filed with the SEC on April11, 2017 (File No. 001-11442)). |
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About CHART INDUSTRIES, INC. (NASDAQ:GTLS)
Chart Industries, Inc. (Chart) is a diversified manufacturer of engineered equipment for the industrial gas, energy, and biomedical industries. The Company’s equipment and engineered systems are used for low-temperature and cryogenic applications. It operates through three segments, including Energy & Chemicals (E&C), Distribution & Storage (D&S), and BioMedical. The Company’s products include vacuum insulated containment vessels, heat exchangers, cold boxes, other cryogenic components and equipment for respiratory therapy. The Company’s E&C and D&S segment’s manufacture products used primarily in energy-related and industrial applications, such as the separation, liquefaction, distribution and storage of hydrocarbon and industrial gases. The Company, through its BioMedical segment, supplies cryogenic and other equipment used in respiratory healthcare and life sciences, including biological research and animal breeding. CHART INDUSTRIES, INC. (NASDAQ:GTLS) Recent Trading Information
CHART INDUSTRIES, INC. (NASDAQ:GTLS) closed its last trading session down -0.37 at 35.02 with 157,621 shares trading hands.