LSB INDUSTRIES, INC. (NYSE:LXU) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07 Submission of Matters to a Vote of Security Holders.
On June1, 2017, LSB Industries, Inc. (the Company) held its 2017
Annual Meeting of Stockholders (the 2017 Annual Meeting). At the
2017 Annual Meeting, the stockholders: (i)elected the one
director nominee listed in the Companysproxy statementto serve on
the Board of Directors for terms expiring in 2019 and three
director nominee listed in the Companysproxy statementto serve on
the Board of Directors for terms expiring in 2020; (ii)ratified
the appointment of Ernst Young LLP as the Companys independent
registered public accounting firm for 2017; (iii)approved, on an
advisory basis, a resolution approving the 2016 compensation of
the Companys named executive officers, which is commonly referred
to as a say-on-pay vote; and (iv)approved, on an advisory basis,
a resolution approving that future say-on-pay votes be held every
year.
The final voting
results for each of these matters are set forth below.
1.
Election of four nominees to the Companys Board of Directors
whose term expires in 2019 or 2020
|
Name |
NumberofVotesFor | NumberofVotesWithheld | ||||||
|
Joseph E. Reece (2019) |
20,884,689 | 135,569 | ||||||
|
Daniel D. Greenwell (2020) |
20,549,664 | 470,594 | ||||||
|
William F. Murdy (2020) |
16,202,008 | 4,818,250 | ||||||
|
Marran H. Ogilvie (2020) |
18,609,232 | 2,411,026 |
In addition, there
were 5,926,476 broker non-votes associated with respect to each
nominee. All director nominees were duly elected at the 2017
Annual Meeting. Each of the individuals named in the above table
will serve as director until the 2019 or 2020 annual meeting of
stockholders or until his/her successor is duly elected and
qualified.
2.
Ratification of the appointment of Ernst Young LLP as the
independent registered public accounting firm for
2017
|
For |
Against |
Abstain |
||
|
26,517,058 |
75,766 | 353,910 |
There were no
broker non-votes on this matter.
3.
Approval, on an advisory basis, of the compensation of the
Companys named executive officers
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||
|
15,776,386 |
5,077,439 | 166,433 | 5,926,476 |
4.
Frequency of advisory vote on executive
compensation
|
1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes |
||||
|
20,599,838 |
56,362 | 344,388 | 19,670 | 5,926,476 |
In light of the
results on proposal number 4, the Companys Board of Directors has
decided that it will continue to include a say-on-pay vote every
year until the next required advisory vote on the frequency of
such votes which, in accordance with applicable law, will occur
no later than the Companys Annual Meeting in 2023.
– 2 –
About LSB INDUSTRIES, INC. (NYSE:LXU)
LSB Industries, Inc. is a diversified holding company engaged in manufacturing operations through its subsidiaries. The Company’s segments are Chemical Business, Climate Control Business and Other. Its Chemical Business segment manufactures and sells nitrogen-based chemical products for the agricultural, industrial and mining markets. Its Climate Control Business manufactures and sells a range of heating, ventilation and air conditioning (HVAC) products that include water source and geothermal heat pumps, hydronic fan coils, custom air handlers, modular geothermal and other chillers, and other related products and services. These products are used in commercial or institutional and residential new buildings construction, renovation of existing buildings and replacement of existing systems. Its Other segment sells industrial machinery and related components to machine tool dealers and end users located in North America.