8-K

CALUMET, INC.

Date: June 16, 2025

/s/ David Lunin

David Lunin

Executive Vice President and Chief Financial Officer

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): June 10, 2025

CALUMET, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42172

36-5098520

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1060 N. Capital Avenue

Suite 6-401

Indianapolis, Indiana 46204

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (317) 328-5660

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

CLMT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 10, 2025, Calumet, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the Company’s stockholders voted on four proposals as described below.

Proposal No. 1 - Election of Class I Directors

The Company’s stockholders elected the four Class I director nominees listed below as directors of the Company, each to serve until the Company’s 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The voting results were as follows:


Nominees	For		Withhold		Broker Non-Votes
John (“Jack”) G. Boss		41,616,233		391,687		25,991,156
Stephen P. Mawer		41,505,100		502,820		25,991,156
Karen Narwold		41,611,291		396,629		25,991,156
Julio Quintana		41,615,602		392,318		25,991,156

Proposal No. 2 - Advisory Vote to Approve Executive Compensation

The Company’s stockholders approved, on a non-binding, advisory basis, the Company’s executive compensation. The voting results were as follows:


For:			40,897,636
Against:			851,240
Abstain:			259,044
Broker Non-Votes:			25,991,156

Proposal No. 3 - Advisory Vote on the Frequency of the Executive Compensation Vote

The Company’s stockholders voted on a non-binding, advisory basis on the frequency of future votes on executive compensation. The voting results were as follows:


1 Year:			41,196,941
2 Years:			119,286
3 Years:			510,710
Abstain:			180,983
Broker Non-Votes:			25,991,156

In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its stockholders.

Proposal No. 4 - Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:


For:			67,570,344
Against:			193,850
Abstain:			234,882

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.

SEC Form 8-K filed by Calumet Inc.