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8-KThe WireRoutine

Shareholder Vote

Filed May 30, 2024 · 2y ago · Accession 0000950170-24-066121

Plain English

Material event — a significant development the company must disclose promptly.

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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): May 23, 2024 LSB INDUSTRIES, INC. (Exact name of registrant as specified in its charter)           Delaware 1-7677 73-1015226 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)     3503 NW 63rd Street , Suite 500 , Oklahoma City , Oklahoma 73116 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (405) 235-4546 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 $.10   LXU   New York Stock Exchange Preferred Stock Purchase Rights   N/A   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 5.07 Submission of Matters to a Vote of Security Holders. On May 23, 2024, LSB Industries, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, the stockholders: (i) elected the three director nominees listed in the Company’s proxy statement to serve on the Board of Directors for terms expiring in 2027; (ii) approved the Amended and Restated Section 382 Rights Agreement in order to extend the term of the Company's existing rights plan; (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024; and (iv) approved, on a non-binding, advisory basis, a resolution approving the 2024 compensation of the Company’s named executive officers, which is commonly referred to as a “say-on-pay” vote. The final voting results for each of these matters are set forth below. 1. Election of three nominees to the Company’s Board of Directors whose terms will expire in 2027 Name   For   Against   Abstain Barry H. Golsen   37,462,027   15,348,648   12,191 Kanna Kitamura   46,264,191   6,549,391   9,284 Richard W. Roedel   43,202,235   9,611,042   9,589 In addition, there were 8,279,652 broker non-votes with respect to each nominee. All director nominees were duly elected at the 2024 Annual Meeting. Each of the individuals named in the above table will serve as director until the Company's 2027 annual meeting of stockholders or until his/her successor is duly elected and qualified.   2. Approval of the Amended and Restated Section 382 Rights Agreement For   Against   Abstain   Broker Non-Votes 45,386,957   7,372,419   63,490   8,279,652 3. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2024 For   Against   Abstain 60,301,004 774,015 27,499   There were no broker non-votes on this matter.   4. Approval, on an advisory basis, of the compensation of the Company's named executive officers   For   Against   Abstain   Broker Non-Votes 49,660,335   3,109,586   52,945   8,279,652       2         SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: May 29, 2024       LSB INDUSTRIES, INC. By: /s/ Michael J. Foster Name: Michael J. Foster Title: Executive Vice President and General Counsel   3
Filing details
Ticker
LXU
CIK
60714
Form type
8-K
Filing date
May 30, 2024
Report date
May 23, 2024
Document
lxu-20240523.htm
Size
228 KB