UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 23, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (281 ) 207-3200
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 June 23, 2022, Kapiljeet Dargan notified CVR Energy, Inc. (the “Company”) of his resignation from service as a member of the Board of Directors (the “Board”) of the Company and the committees of the Board on which he served, including the Compensation Committee and the Environmental, Health & Safety Committee (the “EHS Committee” and collectively with the Compensation Committee, the “Committees”), effective immediately. The resignation of Mr. Dargan from the Board and the Committees was for personal reasons and not the result of any disagreements with the Company or any of its directors, officers, or employees.
On June 28, 2022, the Board reduced the size of the Board from seven to six directors and affirmatively determined that existing directors Jaffrey A. Firestone, whom the Board previously determined to be independent under the applicable rules and regulations of the New York Stock Exchange and the Securities and Exchange Commission, and Hunter C. Gary were qualified to serve as members of, and appointed Messrs. Firestone and Gary to serve as members of, the Compensation Committee and the EHS Committee, respectively. Mr. Firestone receives compensation from the Company for service on the Board and certain of its committees but does not receive any other compensatory fees from the Company. There are no transactions involving the Company and Mr. Firestone that would be required to be disclosed pursuant to Item 404 of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being “furnished” as part of this Current Report on Form 8-K:
Exhibit Number | Exhibit Description | ||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | ||||
SIGNATURES
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: June 29, 2022
| CVR Energy, Inc. | |||||
| By: | /s/ Dane J. Neumann | ||||
| Dane J. Neumann | |||||
| Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary | |||||