8-K

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): January 1, 2025

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-11442

34-1712937

(State of other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2200 Airport Industrial Drive

Ball Ground, Georgia

30107

(Address of principal executive offices)

(ZIP Code)

Registrant’s telephone number, including area code: (770) 721-8800

NOT APPLICABLE

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐

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	GTLS	New York Stock Exchange
Depositary shares, each representing 1/20th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock, par value $0.01	GTLS.PRB	New York Stock Exchange

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with its annual review of employment arrangements with its executive officers, on January 1, 2025, Chart Industries, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Joseph R. Brinkman, the Company’s Vice President and Chief Financial Officer. The terms of the Employment Agreement are consistent with those of the employment agreements with the Company’s other senior executive officers. The Employment Agreement incorporates the provisions of Mr. Brinkman’s existing Amended and Restated Severance Agreement (the “Severance Agreement”) and replaces the Severance Agreement in its entirety.

Except as noted below, the payments that Mr. Brinkman is entitled to under his Employment Agreement are substantially similar to those that would have been available to him under his Severance Agreement. Under his Employment Agreement, in the event of his involuntary termination without cause or resignation for good reason, other than in connection with a Change in Control (as defined in the Employment Agreement), in addition to one year of his current base salary and health plan coverage that was provided by his Severance Agreement, Mr. Brinkman’s payment will include the greater of his current annual target bonus or his bonus for the prior fiscal year.

Furthermore, Mr. Brinkman’s Employment Agreement includes certain non-competition and non-solicitation provisions, as well as confidentiality provisions, that were not contained in Mr. Brinkman’s Severance Agreement.

The description contained herein of Mr. Brinkman’s Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024, and is incorporated herein by reference.

SIGNATURE

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.


	Chart Industries, Inc.

Date: January 7, 2025

	By:	/s/ Jillian C. Evanko
	Name:	Jillian C. Evanko
	Title:	President and Chief Executive Officer

SEC Form 8-K filed by Chart Industries Inc.