UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Chart Industries, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) on May 21, 2024. At the Annual Meeting, the following matters were submitted to a vote:
| • | the election of ten directors for a term of one year; |
| • | the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; |
| • | the approval, on an advisory basis, of the Company’s executive compensation; and |
| • | the approval and adoption of the Chart Industries, Inc. 2024 Omnibus Equity Plan (the “2024 Omnibus Plan”). |
As of the March 28, 2024 record date, there were 42,039,009 shares of common stock outstanding and entitled to vote at the Annual Meeting. The holders of 38,571,127 shares were represented at the Annual Meeting, constituting a quorum.
At the Annual Meeting, all of the proposals were approved as recommended to stockholders in the definitive proxy statement (the “Proxy Statement”) for the Annual Meeting. All ten directors were elected, the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was ratified, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved on an advisory basis, and stockholders approved and adopted the 2024 Omnibus Plan.
The vote with respect to the election of directors was as follows:
| Election of Directors |
For | Withheld | Broker Non-Votes | |||||||||
| Jillian C. Evanko |
36,418,323 | 79,865 | 2,072,939 | |||||||||
| Andrew C. Cichocki |
36,402,592 | 95,596 | 2,072,939 | |||||||||
| Paula M. Harris |
36,413,994 | 84,194 | 2,072,939 | |||||||||
| Linda A. Harty |
36,210,637 | 265,233 | 2,072,939 | |||||||||
| Paul E. Mahoney |
36,411,497 | 86,691 | 2,072,939 | |||||||||
| Singleton B. McAllister |
36,358,673 | 139,515 | 2,072,939 | |||||||||
| Michael L. Molinini |
36,312,448 | 185,740 | 2,072,939 | |||||||||
| David M. Sagehorn |
36,405,370 | 92,818 | 2,072,939 | |||||||||
| Spencer S. Stiles |
36,393,848 | 104,340 | 2,072,939 | |||||||||
| Roger A. Strauch |
36,386,016 | 112,172 | 2,072,939 | |||||||||
The vote with respect to the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm |
38,546,249 | 9,942 | 14,936 | 0 | ||||||||||||
The advisory vote with respect to the approval of the compensation of the Company’s named executive officers was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Approval, on an Advisory Basis, of the Company’s Executive Compensation |
32,339,164 | 4,117,190 | 41,834 | 2,072,939 | ||||||||||||
The vote with respect to the approval and adoption of the 2024 Omnibus Plan was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Approval and Adoption of the 2024 Omnibus Plan |
24,767,137 | 11,627,598 | 103,453 | 2,072,939 | ||||||||||||
For information on how the votes for the above matters were tabulated, see the Proxy Statement.
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: May 21, 2024 |
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| By: |
/s/ Jillian C. Evanko | |||||
| Jillian C. Evanko | ||||||
| President and Chief Executive Officer | ||||||