UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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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. |
Chart Industries, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”) on May 25, 2023. 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, 2023; |
| • | the approval, on an advisory basis, of the Company’s executive compensation; and |
| • | the approval, on an advisory basis, of the frequency of future advisory votes on the Company’s executive compensation. |
As of the March 28, 2023 record date, there were 41,953,941 shares of common stock outstanding and entitled to vote at the Annual Meeting. The holders of 39,229,900 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 2023 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 indicated their preference to hold future votes on executive compensation on an annual basis.
The vote with respect to the election of directors was as follows:
| Election of Directors |
For | Withheld | Broker Non-Votes | |||||||||
| Jillian C. Evanko |
36,961,433 | 565,754 | 1,702,713 | |||||||||
| Andrew C. Cichocki |
37,487,153 | 40,034 | 1,702,713 | |||||||||
| Paula M. Harris |
36,898,487 | 628,700 | 1,702,713 | |||||||||
| Linda A. Harty |
36,689,133 | 838,054 | 1,702,713 | |||||||||
| Paul E. Mahoney |
37,466,587 | 60,600 | 1,702,713 | |||||||||
| Singleton B. McAllister |
36,652,497 | 874,690 | 1,702,713 | |||||||||
| Michael L. Molinini |
36,462,086 | 1,065,101 | 1,702,713 | |||||||||
| David M. Sagehorn |
36,900,272 | 626,915 | 1,702,713 | |||||||||
| Spencer S. Stiles |
37,465,958 | 61,229 | 1,702,713 | |||||||||
| Roger A. Strauch |
36,851,242 | 675,945 | 1,702,713 | |||||||||
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 |
39,196,917 | 16,029 | 16,954 | 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 |
33,943,116 | 3,556,611 | 27,460 | 1,702,713 | ||||||||||||
The advisory vote with respect to the frequency of future advisory votes on the Company’s executive compensation was as follows:
| 1 Year | 2 Years | 3 Years | Abstain | |||||||||||||
| Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation |
36,845,314 | 9,819 | 647,417 | 24,637 | ||||||||||||
Consistent with the advisory vote on the frequency of future advisory votes on executive compensation, the Company plans to continue to hold an annual advisory vote on executive compensation.
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 25, 2023 |
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| By: | /s/ Jillian C. Evanko | |||||
| Jillian C. Evanko | ||||||
| President and Chief Executive Officer | ||||||
Document and Entity Information |
May 25, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | CHART INDUSTRIES INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000892553 |
| Document Type | 8-K |
| Document Period End Date | May 25, 2023 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-11442 |
| Entity Tax Identification Number | 34-1712937 |
| Entity Address, Address Line One | 2200 Airport Industrial 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, par value $0.01 |
| Trading Symbol | GTLS |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |