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) August 19, 2021

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.)

3055 Torrington 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	GTLS	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.

On August 19, 2021, the Board of Directors of Chart Industries, Inc. (the “Company”) appointed Paula Harris, Linda Harty and Roger Strauch to the Company’s Board of Directors. The terms for each of Ms. Harris, Ms. Harty, and Mr. Strauch will expire at the Company’s Annual Meeting of Stockholders in 2022, at which time it is anticipated that they will stand for re-election to the Board by the Company’s stockholders. Ms. Harris will serve on the Company’s Compensation Committee, Ms. Harty will serve on the Company’s Audit Committee, and Mr. Strauch will serve on the Company’s Nominations and Corporate Governance Committee.

Ms. Harris has over 34 years of experience in international oilfield services with Schlumberger Ltd. and she recently served as Director of Global Stewardship for Schlumberger from 2015 until retiring in June 2020. Ms. Harris previously worked in field operations offshore before transitioning into leadership roles in training, sales and ultimately, in environmental-social (ES) sustainability. Ms. Harris serves on a number of privately-held and non-profit boards.

Ms. Harty previously served as Vice President, Treasurer of Medtronic, a global company specializing in medical technology, services and solutions. She previously served as Executive Vice President, Treasurer and Group Chief Financial Officer at Cardinal Health, an American multinational heath care services company, and held financial leadership positions at RTM Restaurant Group,a restaurant franchisee in the United States, BellSouth, an American telecommunications holding company, ConAgra, an American consumer package goods holding company, and Kimberly-Clark, a multi-national personal care company. Ms. Harty currently serves on the board of directors at Parker-Hannifin, Wabtec, and Syneos Health.

Mr. Strauch is the Chairman of the Roda Group, an early-stage venture capital group focused on investment opportunities that address the consequences of climate change, stress on the Earth’s natural resources and the increased demand for low carbon energy. He previously served as Chairman of the Board of Directors of Cool Systems, the manufacturer of Game Ready, a medical physical therapy system, Chief Executive Officer and Chairman of Ask Jeeves (now Ask.com), a leading search engine on the internet, and recently served as Chairman of the Board of Trustees for the Mathematical Sciences Research Institute in Berkeley, California. Mr. Strauch currently serves on several academic advisory and non-profit boards.

Ms. Harris, Ms. Harty and Mr. Strauch’s compensation for their service as directors will be consistent with that of the Company’s other directors who are not employees of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2021 under the caption “Director Compensation Program,” which portion of such proxy statement is incorporated herein by reference.

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In connection with their appointment as directors, the Company and Ms. Harris, Ms. Harty and Mr. Strauch each entered into an indemnification agreement effective as of August 19, 2021. The indemnification agreements are the same as the indemnification agreements that the Company has entered into with each of its directors and executive officers. The rights provided to Ms. Harris, Ms. Harty and Mr. Strauch under the indemnification agreements are in addition to any other rights they may be entitled to under the Company’s Amended and Restated Certificate of Incorporation or Amended and Restated By-laws, the General Corporation Law of the State of Delaware, or otherwise. The description of the indemnification agreements set forth in this Item 5.02 are not complete and are qualified in its entirety by reference to the full text of the form of indemnification agreements, which was filed as Exhibit 10.20 to the Company’s Registration Statement on Form S-1 and is incorporated herein by reference.

There are no arrangements or understandings between Ms. Harris, Ms. Harty or Mr. Strauch and any other persons pursuant to which Ms. Harris, Ms. Harty and Mr. Strauch were selected as directors. There have been no transactions involving the Company or any of its subsidiaries in which Ms. Harris, Ms. Harty or Mr. Strauch have or will have a direct or indirect material interest that are required to be disclosed by Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
10.1	Form of Indemnification Agreement entered into by and between the Company and each of its Directors and Executive Officers, which is incorporated herein by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254).
99.1	Chart Industries, Inc. News Release, dated August 19, 2021, announcing the appointment of Paula Harris, Linda Harty and Roger Strauch to the Company’s Board of Directors.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

Date: August 19, 2021	Chart Industries, Inc. (Registrant)
	By:	/s/ Jillian C. Evanko
		Jillian C. Evanko     Chief Executive Officer and President

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EX-99.1

Exhibit 99.1

Paula Harris, Linda Harty and Roger Strauch Appointed to Chart Industries, Inc. Board of Directors

ATLANTA, Aug. 19, 2021 (GLOBE NEWSWIRE) — The Board of Directors of Chart Industries, Inc. (NYSE: GTLS) has appointed Paula Harris, Linda Harty, and Roger Strauch as new directors effective today. With these appointments, the Chart Board of Directors is comprised of eight independent directors and our CEO and President, Jill Evanko. Four of our nine directors are female and five of our nine are diverse.   Paula Harris has over 34 years of experience in international oilfield services with Schlumberger Ltd. Educated as a petroleum engineer with a Bachelor of Science, Petroleum Engineering from Texas A&M University, Ms. Harris initially worked in field operations offshore before progressing into leadership roles in training, sales and ultimately, in environmental-social (ES) sustainability. She most recently served as Director of Global Stewardship for Schlumberger from 2015 until her retirement in June 2020. Ms. Harris led the development and implementation of metrics-based, cost efficient ES programs tailored to meet the local needs of stakeholders, employees, communities and customers. She was responsible for this program aiding the delivery of the long-term Schlumberger sustainable development goals in carbon reduction, energy efficiency, increased green technology sales and increased female and minority employees. Ms. Harris currently serves on the boards of: The Vantage Group, The Houston Children’s Museum, the Petroleum Club of Houston, the Independent Petroleum Association of America’s Energy Education Center and Energized for STEM Charter School. She is a founding member of the all-girls engineering school, the Young Women’s College Preparatory Academy. In 2020, she received the Women Who Mean Business Lifetime Achievement award from the Houston Business Journal and in 2019, the Women on the Move award from Texas Executive Women and the United Nations Global Citizenship Award. Paula also has a Master of Education, Technical Instruction and Learning from Abilene Christian University. Ms. Harris will serve on Chart’s Compensation Committee, effective immediately.   Linda Harty is a proven board member and her extensive broad-based experience across finance, accounting, treasury & tax in addition to strategy, capital allocation and M&A aligns well with the strategic direction of Chart. Ms. Harty previously served as Vice President, Treasurer of Medtronic, a global company specializing in medical technology, services and solutions. Ms. Harty also served as Executive Vice President, Treasurer and Group CFO at Cardinal Health in Columbus, Ohio and has held financial leadership positions at RTM Restaurant Group, BellSouth, ConAgra and Kimberly-Clark. Ms. Harty earned her undergraduate degrees in finance and economics from the University of Wisconsin – Oshkosh, and furthered her studies in accounting at Georgia State University. In addition to Chart’s Board, Ms. Harty serves on three boards of directors, Parker Hannifin, Wabtec, and Syneos Health. Ms. Harty will serve on Chart’s Audit Committee, effective immediately.   Roger Strauch is chairman of The Roda Group, an early-stage venture capital group focused on investment opportunities that address the consequences of climate change, stress on the Earth’s natural resources and the increased demand for low carbon energy. Mr. Strauch has incubated and developed technologies sold to HP, Logitech, and American Greetings. Mr. Strauch is the former Chairman of the Board of Directors of Cool Systems, the manufacturer of Game Ready, a medical physical therapy system, which was sold to Halyard Health in 2018. He was CEO and former chairman of Ask Jeeves (now Ask.com) a leading search engine on the web. Mr. Strauch recently served as Chairman of the Board of Trustees for the Mathematical Sciences Research Institute in Berkeley. He is a member of the

Engineering Dean’s College Advisory Board of University of California at Berkeley and is the recipient of the 2002 Wheeler Oak Meritorious Award from the University of California at Berkeley. Mr. Strauch is a member of the Madison Council, a philanthropic advisory board to the Librarian of Congress. He is also on the Board of Trustees of the Northside Center for Child Development, a mental health social services agency in Harlem, New York City. Mr. Strauch earned a Bachelor of Science degree, with distinction, from Cornell University and Master of Science degree from Stanford University, both in electrical engineering. He holds two patents in the area of wireless communications. Mr. Strauch will serve on Chart’s Nominations and Corporate Governance Committee, effective immediately.

“I am thrilled to welcome Paula, Linda and Roger to our Board of Directors,” stated Jill Evanko, Chart’s CEO and President. “Their skills and interests are a unique combination that will, combined with our other Directors’ capabilities, help us as we enter the ‘Roaring 2020s’.”

About Chart Industries, Inc.

Chart Industries, Inc. is a leading independent global manufacturer of highly engineered equipment servicing multiple applications in the Energy and Industrial Gas markets. Our unique product portfolio is used in every phase of the liquid gas supply chain, including upfront engineering, service and repair. Being at the forefront of the clean energy transition, Chart is a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, biogas and CO2 Capture amongst other applications. We are committed to

excellence in environmental, social and corporate governance (ESG) issues both for our company as well as our customers. With over 25 global locations from the United States to Asia, Australia, India, Europe and South America, we maintain accountability and transparency to our team members, suppliers, customers and communities. To learn more, visit www.Chartindustries.com.

For more information on, click here:

http://ir.chartindustries.com/

Investor Relations Contact:

Wade Suki, CFA

Director of Investor Relations

832-524-7489

wade.suki@chartindustries.com

Photos accompanying this announcement are available at

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XML

Document and Entity Information	Aug. 19, 2021
Cover [Abstract]
Entity Registrant Name	CHART INDUSTRIES INC
Amendment Flag	false
Entity Central Index Key	0000892553
Document Type	8-K
Document Period End Date	Aug. 19, 2021
Entity Incorporation State Country Code	DE
Entity File Number	001-11442
Entity Tax Identification Number	34-1712937
Entity Address, Address Line One	3055 Torrington Drive
Entity Address, City or Town	Ball Ground
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30107
City Area Code	(770)
Local Phone Number	721-8800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock
Trading Symbol	GTLS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false