8-KThe WireRoutine
Shareholder Vote
Filed May 13, 2022 · 4y ago · Accession 0001564590-22-020120
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 12, 2022
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 12, 2022, LSB Industries, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). At the 2022 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 2025; (ii) approved the LSB Industries, Inc. Employee Stock Purchase Plan; (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022; and (v) approved, on a non-binding, advisory basis, a resolution approving the 2022 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 expire in 2025
Name
Number of Votes For
Number of Votes Withheld
Mark T. Behrman
75,266,445
2,528
Jonathan S. Bobb
74,466,855
10,583
Richard S. Sanders, Jr.
74,353,387
195,928
In addition, there were 5,988,977 broker non-votes associated with respect to each nominee. There were no votes against any of the three director nominees. All director nominees were duly elected at the 2022 Annual Meeting. Each of the individuals named in the above table will serve as director until the 2025 Annual Meeting of Stockholders or until his/her successor is duly elected and qualified.
2. Approval of the LSB Industries, Inc. Employee Stock Purchase Plan
For
Against
Abstain
75,165,159
431,131
94,679
There were 5,988,977 broker non-votes on this matter.
3. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2022
For
Against
Abstain
81,100,476
571,966
7,504
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
74,957,231
703,384
30,354
5,988,977
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 13, 2022
LSB INDUSTRIES, INC.
By:
/s/ Michael J. Foster
Name:
Michael J. Foster
Title:
Executive Vice President and General Counsel
3
Filing details
- Company
- LSB INDUSTRIES, INC.
- Ticker
- LXU
- CIK
- 60714
- Form type
- 8-K
- Filing date
- May 13, 2022
- Report date
- May 12, 2022
- Document
- lxu-8k_20220512.htm
- Size
- 232 KB