Filed by a Party other than the Registranto | ||
CVR Energy, Inc. |
EXPLANATORY NOTE
This Amendment No. 1 (this "Amendment") amends the Definitive
This Amendment is being filed to add the following new proposals for consideration at the Annual Meeting: (i) Proposal 4 asking our stockholders to approve an amendment to our Amended and Restated Certificate of Incorporation to allow stockholders to act by less than unanimous written consent (the "written consent proposal"); and (ii) Proposal 5 asking our stockholders to approve, for purposes of Section 312.03preliminary materials.
The changes to the Original Proxy Statement as reflected in this Amendment reflect such updates and other related and conforming changes relating to the addition of the written consent proposal as new Proposal 4Schedule and the share issuance proposal as new Proposal 5. No attempt has been made in this Amendment to otherwise modifydate of its filing.
June (4)·Date Filed:
The
The two additional proposals. Our Annual Meeting will again be held via live webcast, not only to be presented atincrease efficiency and improve our stockholders’ ability to participate, but also, in support of the health and well-being of our employees and stockholders as a result of the coronavirus pandemic. Please note that the Annual Meeting are: (i) Proposal 4 asking our stockholdersdate and time may change due to approve an amendmentfurther related impacts of coronavirus, and we will announce any such changes as promptly as practicable.
Because these proposals were notbe conducted are fully described in ourthis Proxy Statement, dated April 27, 2018, we are providing additional information in the enclosed Supplementwhich is available to the Proxy Statement and an amended proxy cardstockholders online at www.proxyvote.com or voting instruction card to allow our stockholders to vote on these additional proposals. An Amended Notice of Annual Meeting is being delivered with the Supplement.
In order to vote on the new proposals, you can vote by telephone by following the instructions on the enclosed revised proxy card. Alternatively, you may complete, sign, date and return the enclosed revised proxy card at your earliest convenience. If you hold your shares through a broker, bank or other nominee, please complete and return the voting instruction form that you receive from them or follow the telephone voting instructions provided on the form. We request that you vote on all of the proposals presented when voting. The receipt of your new proxy or voting instructions will revoke and supersede any proxy or voting instructions previously submitted by you.
Your vote is important. Please read the Proxy Statement that was previously made available to you and the enclosed Supplement to the Proxy Statementset forth in their entirety, as together they contain information that is important to your decisions in voting at the Annual Meeting.
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PRELIMINARY COPY — SUBJECT TO COMPLETION
CVR ENERGY, INC.2277 Plaza Drive, Suite 500Sugar Land, Texas 77479(281) 207-3200www.cvrenergy.com
AMENDED NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS
The 2018 Annual Meeting (the "Annual Meeting") of Stockholders of CVR Energy, Inc. ("CVR Energy," the "Company," "we," "us" or "our") will be held on June 13, 2018 at 10:00 a.m. (Central Time), at 2245 Texas Drive, Suite 300, Sugar Land, Texas 77479, to consider and vote upon the following matters:
1. Election of seven directors, each to serve a one-year term expiring upon the 2019 Annual Meeting of Stockholders or until his successor has been duly elected and qualified;
2. A proposal to ratify the Audit Committee's selection of Grant Thornton LLP as CVR Energy's independent registered public accounting firm for the fiscal year ending December 31, 2018;
3. A non-binding proposal to approve, on an advisory basis, the compensation of CVR Energy's named executive officers ("Say-on-Pay");
4. A proposal to approve an amendment to the Amended and Restated Certificate of Incorporation (the "Charter") to allow stockholders to act by less than unanimous written consent;
5. A proposal to approve, for purposes of Section 312.03 of the New York Stock Exchange ("NYSE") Listed Company Manual, the issuance of up to 23,537,209 shares of CVR Energy common stock in connection with CVR Energy's offer to exchange up to 37,154,236 common units of CVR Refining, LP, not otherwise directly or indirectly owned by CVR Energy or its affiliates, for shares of CVR Energy common stock at an exchange ratio of one common unit for 0.6335 shares of CVR Energy common stock; and
6. Transaction of such other business as may properly come before the meeting or any adjournments or postponements thereof.
Only stockholders of record as of the close of business on April 17, 2018 will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.
We previously mailed the Notice of Internet Availability of Proxy Materials relating(the “Notice”) that you received.
Sincerely, | ||||||||||||||
CVR Energy, Inc. | ||||||||||||||
David L. Lamp | ||||||||||||||
President and Chief Executive Officer |
When: | Wednesday, June 3, 2020, at 10:00 a.m. (Central Time) | ||||||||||||||||||||||
Where: | Virtually via live webcast at www.virtualshareholdermeeting.com/CVI2020 | ||||||||||||||||||||||
Items of Business: | At the Annual Meeting, you will be asked to: 1.Elect the eight directors named in the Proxy Statement, each to serve a one-year term; 2.Approve, on an advisory basis, our named executive officer compensation (“Say-on-Pay”); 3.Ratify the appointment of our independent registered public accounting firm for the 2020 fiscal year; and 4.Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | ||||||||||||||||||||||
Who Can Vote: | Stockholders of record as of the close of business on Monday, April 6, 2020. | ||||||||||||||||||||||
How to Vote: | Your vote is important! Even if you plan to attend the virtual Annual Meeting, it is important you vote as soon as possible using one of the methods set forth in this Proxy Statement. | ||||||||||||||||||||||
How to Request Materials: | Our proxy materials, including our 2019 Annual Report, are available to stockholders free of charge by requesting a copy online at www.proxyvote.com or by other methods set forth in this Proxy Statement. | ||||||||||||||||||||||
By Order of the Board of Directors, | |||||||||||||||||||||||
CVR Energy, Inc. | |||||||||||||||||||||||
Melissa M. Buhrig | |||||||||||||||||||||||
Executive Vice President, General Counsel and Secretary | |||||||||||||||||||||||
Sugar Land, Texas | |||||||||||||||||||||||
April 24, 2020 |
CVR ENERGY, INC. 2277 Plaza Drive, Suite 500 Sugar Land, Texas 77479 (281) 207-3200 www.cvrenergy.com | ||||||||
PROXY STATEMENT | ||||||||
Table of Contents | ||||||||
You can vote your proxy by telephone by following the instructions on the enclosed proxy card. Alternatively, you may complete, sign, date and return the enclosed proxy card at your earliest convenience. If you hold your shares through a broker, bank or other nominee, please complete and return the voting instruction form that you receive from them or follow the telephone voting instructions provided on the form. If you attend the meeting in person, you may revoke your proxy, if you wish, and vote personally.
YOUR VOTE IS VERY IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE REQUEST THAT YOU READ THE PROXY STATEMENT PREVIOUSLY MADE AVAILABLE AND THE ENCLOSED SUPPLEMENT TO PROXY STATEMENT AND VOTE EITHER (I) BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS PROVIDED ON THE ENCLOSED PROXY CARD OR (II) BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD. IF YOU HOLD YOUR SHARES THROUGH A BROKER, BANK OR OTHER NOMINEE, PLEASE COMPLETE AND RETURN
THE VOTING INSTRUCTION FORM THAT YOU RECEIVE FROM THEM OR FOLLOW THE TELEPHONE VOTING INSTRUCTIONS PROVIDED ON THE FORM.
IMPORTANT INFORMATION REGARDING THE AVAILABILITY OF PROXY MATERIALS
The Amended Notice of Annual Meeting, the Proxy Statement, the Supplement to Proxy Statement and the CVR Energy 2017 Annual Report (our "Annual Report"), which includesfull, as well as our Annual Report on Form 10-K for the year ended December 31, 20172019 (the “2019 Annual Report”).
Date: | June 3, 2020 | ||||
Time: | 10:00 a.m. (Central Time) | ||||
Location: | Virtually at www.virtualshareholdermeeting.com/CVI2020 | ||||
How to Attend: | By | ||||
Proposals | Board Recommendation | Page Reference | ||||||||||||||||||
Proposal 1. | Election of Eight Directors Named in this Proxy Statement | FOR each nominee | ||||||||||||||||||
Proposal 2. | Advisory Vote on Named Executive Officer Compensation (“Say-on-Pay”) | FOR | ||||||||||||||||||
Proposal 3. | Ratification of the | FOR |
Safety We always put safety first. The protection of our employees, contractors and communities is paramount. We have an unwavering commitment to safety above all else. If it’s not safe, then we don’t do it. | ||||||
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Integrity We require high business ethics. We comply with the law and practice sound corporate governance. We only conduct business one way—the right way with integrity. | ||||||
Corporate Citizenship We are proud members of the communities where we operate. We are good neighbors and know that it’s a privilege we can’t take for granted. We seek to make a positive economic and social impact through our financial donations and the contributions of time, knowledge, and talent of our employees to the places where we live and work. | ||||||
Continuous Improvement We believe in both individual and team success. We foster accountability under a performance-driven culture that supports creative thinking, teamwork, and personal development so that employees can realize their maximum potential. We use defined work practices for consistency, efficiency, and to create value across the organization. |
Safety | Reliability | Market Capture | Financial Discipline | ||||||||||||||||||||
Corporate: | |||||||||||||||||||||||
Achieved year over year environment, health, and safety improvements related to total recordable incident rate, environmental events, and project safety management of 11%, 14%, and 50%, respectively. | ü | ||||||||||||||||||||||
Declared cash dividends of $3.05 per share in 2019. | ü | ||||||||||||||||||||||
Announced $300 million share repurchase authorization. | ü | ||||||||||||||||||||||
Issued $1.0 billion in Senior Notes due 2025 and 2028 and the associated funding of the redemption of the CVR Refining Senior Notes due 2022 in January 2020. | ü | ||||||||||||||||||||||
Petroleum Segment: | |||||||||||||||||||||||
Completed the Wynnewood turnaround safely, on time and under budget. | ü | ü | ü | ||||||||||||||||||||
Increased throughput of regional crudes and condensate by 37% and 58%, respectively, while reducing reliance on WTI Cushing common crude oil by 35% for the fourth quarter 2019 as compared to the fourth quarter 2018. | ü | ü | |||||||||||||||||||||
Completed the Wynnewood refinery’s BenFree repositioning project enabling increased premium gasoline production. | ü | ü | ü | ü | |||||||||||||||||||
Completed the sale of the Cushing, Oklahoma crude oil terminal. | ü | ||||||||||||||||||||||
Maintained high utilization at both facilities through the fourth quarter of 2019. | ü | ü | ü | ||||||||||||||||||||
Received Board approval for the Isomerization project at the Wynnewood Refinery, intended to improve liquid yields. | ü | ü | ü | ||||||||||||||||||||
Nitrogen Fertilizer: | |||||||||||||||||||||||
Safely completed the East Dubuque turnaround. | ü | ü | |||||||||||||||||||||
Maintained high asset reliability and utilization at both facilities through the fourth quarter of 2019 (adjusted for turnaround at East Dubuque). | ü | ü | ü | ||||||||||||||||||||
Paid cash distributions of 40 cents per unit in 2019. | ü |
SUPPLEMENT TOPROXY STATEMENT FOR CVR ENERGY, INC.2018 ANNUAL MEETING OF STOCKHOLDERS
To Be Heldto vote your shares at the 2020 Annual Meeting of Stockholders to be held on Wednesday, June 13, 2018
3, 2020, beginning at 10:00 a.m. (Central Time) virtually at www.virtualshareholdermeeting.com/CVI2020 and any adjournment or postponement of the Annual Meeting. This Supplement to the Proxy Statement (this "Supplement") supplements and amends the enclosed proxy statement, dated April 27, 2018 (the "Proxy Statement"), previouslycard are being first made available to stockholders of CVR Energy, Inc. ("CVR Energy,"record on or about April 24, 2020. All stockholders are invited to attend the "Company," "we," "us" or "our") in connection withonline Annual Meeting.
Beginning on April 27, 2018,Internet. Accordingly, we have sent a Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”) containing instructionsto our stockholders of record as of April 6, 2020. All stockholders may access the proxy materials on howthe website referred to in the Notice: www.proxyvote.com. Our 2019 Annual Report and other periodic filings with the SEC are also available at the SEC’s website at www.sec.gov or at www.cvrenergy.com under the heading “Investor Relations” and the subheading “SEC Filings.” Unless specifically stated herein, documents and information on our website are not incorporated by reference in this Proxy Statement.
This Supplement is being furnished to provide information related to two additional proposals, Proposals 4 and 5, that the Board of Directors has recommended for stockholder approvalofficers as your proxies at the Annual Meeting.
The revised proxy card or voting instruction form enclosed These two officers are Tracy D. Jackson, our Executive Vice President and Chief Financial Officer (“CFO”), and Melissa M. Buhrig, our Executive Vice President, General Counsel and Secretary, each with this Supplement differs from the proxy card or voting instruction form previously furnished to you with the Proxy Statement, in that the revised proxy card or voting instruction form includes Proposals 4 and 5. You may vote on all five proposals by submitting the revised proxy card or voting instruction form enclosed with this Supplement or submitting a proxy by telephone by following the procedures on your revised proxy card or voting instruction form. The receipt of your new proxy or voting instructions will revoke and supersede any proxy or voting instructions previously submitted. If you have already voted and do not submit new voting instructions, your previously submitted proxy or voting instructions will be voted at the Annual Meeting with respect to all other proposals but will not be voted on the newly added Proposals 4 and 5.
Except for the addition of Proposals 4 and 5 and related changes, this Supplement does not modify, amend, supplement or otherwise affect any matter presented for consideration in the Proxy Statement. Capitalized terms used in this Supplement and not otherwise defined have the meanings given to them in the Proxy Statement.
THIS SUPPLEMENT DOES NOT PROVIDE ALL OF THE INFORMATION THAT IS IMPORTANT TO YOUR DECISIONS IN VOTING AT THE ANNUAL MEETING. THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT, WHICH CONTAINS IMPORTANT ADDITIONAL INFORMATION.
This Supplement is being filed with the Securities and Exchange Commission and being mailed to stockholders on or about June · , 2018.
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS, VOTINGAND NEW PROPOSALS 4 AND 5
Why did I receive this Supplement?
After the mailing to stockholders of the Notice relating to the Annual Meeting starting on April 27, 2018, the Board of Directors determined to recommend two additional proposals for approval by stockholders at the Annual Meeting.
The two additional proposals to be presented at the Annual Meeting are: (i) Proposal 4 asking our stockholders to approve an amendment to our Amended and Restated Certificate of Incorporation to allow stockholdersfull power to act by less than unanimous written consent;without the other and (ii) Proposal 5 asking our stockholders to approve, for purposeswith full power of Section 312.03 of the New York Stock Exchange ("NYSE") Listed Company Manual, the issuance of up to 23,537,209 shares of CVR Energy common stock in connection with CVR Energy's offer to exchange up to 37,154,236 common units of CVR Refining, LP, not otherwise directly or indirectly owned by CVR Energy or its affiliates, for shares of CVR Energy common stock at an exchange ratio of one common unit for 0.6335 shares of CVR Energy common stock.
What matters will be voted on at the Annual Meeting?
There are five matters scheduled to be voted on at the Annual Meeting:
What is our Board's voting recommendation?
Our Board recommends that you vote your shares:
Who is entitled to vote at the Annual Meeting?vote?
Proposals | Board Recommendation | Page Reference | Requirement to Approve | ||||||||||||||||||||
Proposal 1: Election of Eight Directors Named in this Proxy Statement | FOR each nominee | Affirmative vote of a plurality of the votes present in person (virtually) or by proxy and entitled to vote (in other words, the eight nominees who receive the most votes “FOR” their election will be elected). | |||||||||||||||||||||
Proposal 2: Advisory Vote on Named Executive Officer Compensation (“Say-on-Pay”) | FOR | Affirmative vote of a majority of the votes present in person (virtually) or by proxy and entitled to vote. However, the vote is non-binding, and CVR Energy will not be required to take any action as a result of the outcome of the vote. | |||||||||||||||||||||
Proposal 3: Ratification of the Appointment of Auditors | FOR | Affirmative vote of a majority of the votes present in person (virtually) or by proxy and entitled to vote. |
Ifat the close of business on the Record Date, you can vote your shares are registered directlyby any one of the following methods:
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial owner" with respect to those shares. These shares are sometimes referred to as being held "in street name." The Amended Notice of Annual Meeting and this Supplement have been forwarded tovoting online during the Annual Meeting at www.virtualshareholdermeeting.com/CVI2020.
How do I vote in accordance with the Board's recommendations?
You may vote using any of the following methods:
By telephone
Telephone voting has been provided for your convenience. Simply follow the instructions on the enclosed revised proxy card. If you are a beneficial owner of shares, follow the instructions provided by your broker,brokerage firm, trust, bank, or other nominee.
By mail
Be surenominee that holds their shares to complete, sign and date the enclosed revisedprovide them with a legal proxy card and return it in accordance with the instructions included in our proxy materials. If you are a beneficial owner of shares, follow the instructions provided by your broker, bank or other nominee. If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card willto vote the shares represented by that proxy as recommended by our Board.
such shares.
All stockholders mayTimely delivering a valid, later-dated proxy or a later-dated vote in person by ballottelephone;
What should I do if I have already voted?
In order to vote on Proposals 4 and 5, you must sign and return the revised proxy card enclosed with this Supplement, vote by telephone as described above or attend the Annual Meeting and vote in person. If you have already completed and returned the original proxy card previously sent to you and you also complete and return the enclosed revised proxy card or vote by telephone or at the Annual Meeting as described above, your vote on your original proxy card will be revoked. This means that, in order to vote with respect to all five proposals, you must vote again on Proposals 1, 2 and 3 in addition to voting on Proposals 4 and 5.
If you have already completed and returned the original proxy card and you do not complete and return a signed revised proxy card or vote by telephone or at the Annual Meeting, your vote on Proposals 1, 2 and 3 as indicated on the original proxy card will be voted at the Annual Meeting, but you will not have a recorded vote with respect to Proposals 4 and 5. If you have already voted by telephone, you may simply vote again, using the same procedures, in which case your later submitted vote will be recorded and your earlier vote revoked. If you have already voted by telephone and do not vote again, your vote on Proposals 1, 2 and 3 will be recorded but you will not have a recorded vote on Proposals 4 and 5. Therefore, we urge you to cast your vote with respect to all proposals using the revised proxy card enclosed with this Supplement or by one of the other methods described above.
What can I do if I change my mind after I vote?
If you are a stockholder of record, you can revoke your proxy before it is exercised by:
If you are a beneficial owner of shares but not the record holder, you may submit new voting instructions by contacting your broker, bank, or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described in the answer to the question "How“How do I vote in accordance with the Board's recommendations?"vote?” above. All shares that have been properly voted and not revoked will be voted at the Annual Meeting.
You are entitled to
(April 17, 2018), a copy of the voting instruction form provided by your broker, bank or other nominee, or other similar evidence of ownership. You may contact us via the Internet or by telephone at (281) 207-3200 to obtain directions to vote in person at the Annual Meeting.
Meeting log-in page at www.virutalshareholdermeeting.com/CVI2020.
What vote is required to approve each proposal?
nominee, your vote will have no effect on the election of such nominee. For all other proposals, your vote may be cast year’s Annual Meeting. American Stock Transfer & Trust Company, LLC, greater detail below. advisory vote of stockholders from its 2019 Annual Meeting, in which stockholders overwhelmingly approved, on an advisory basis, named executive officer compensation for 2018, which utilized a three-pronged program balancing base salary with annual performance-based bonuses and long-term incentives, both reflected as a percentage of base salary. The following resolution: In the electiondirectors,Eight Directors Named in this Proxy Statement), your vote may be cast "FOR"“FOR” all of the nominees or your vote may be "WITHHELD"“WITHHOLD” with respect to one or more of the nominees. If you withhold your vote with respect to any"FOR"“FOR” or "AGAINST"“AGAINST” or you may "ABSTAIN."“ABSTAIN.” If you "ABSTAIN"“ABSTAIN” from voting with respect to any of these proposals, it has the same effect as a vote "AGAINST"“AGAINST” the proposal. If you sign your voting instruction form with no further instructions and you are a stockholder of record as of the Record Date then your shares will be voted in accordance with the recommendations of our Board. If you sign your voting instruction form with no further instructions and you are a beneficial owner, then please see the response to the question immediately below for a description of how your shares will be voted."non-vote"“non-vote” occurs when a broker, bank, or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Under current NYSENew York Stock Exchange (the “NYSE”) rules, a broker, bank, or other nominee may exercise discretionary voting power for the ratification of the selection of Grant Thornton and, therefore, no broker non-votes are expected for this proposal. However, your broker, bank, or other nominee will not be permitted to exercise discretion to vote your shares for the election of directors the Say-on-Pay proposal, the written consent proposal or the share issuanceSay-on-Pay proposal. Directors are elected by a plurality vote and, therefore, shares subject to a broker non-vote with respect to the election of directors will have no effect on the election of nominees. Shares subject to a broker non-vote with respect to the Say-on-Pay proposal and the share issuance proposal are not considered to be entitled to vote at the Annual Meeting and, therefore, will have no effect on the Say-on-Pay proposal.proposals. Shares subjectproxies?a broker non-voteyou.respect to the written consent proposal will have the same effect as votes "AGAINST"solicitation of proxies at this proposal.current reportCurrent Report on Form 8-K (“Form 8-K”) that we will file with the Securities and Exchange Commission ("SEC")SEC within four business days following the Annual Meeting. If on the date of this filing the inspector of election for the Annual Meeting has not certified the voting results as final, we will note in the filing that the results are preliminary and publish the final results in a subsequent amended Form 8-K filing within four business days after the final voting results are known.callcontact if I have any questions?
6201 15th Avenue,
Brooklyn, NY 11219,
Telephone: (800) 937-5449,
E-mail: help@astfinancial.com, or Website Address: www.astfinancial.comwww.astfinancial.com. If you hold your shares “in street name” please contact your broker, bank, or other nominee.PROPOSAL 4IntroductionAPPROVAL OF THE WRITTEN CONSENT PROPOSALProposal On May 28, 2018,table below sets forth the names and ages (as of April 6, 2020) of each of the nominees for our Board (each of Directors unanimously adopted a resolution to amend Article IXwhom is an existing director) and the year they first joined our Board.Name Age Position Joined Board SungHwan Cho 45 Chairman and Director May 2012 Patricia A. Agnello 63 Director September 2018 Jaffrey (Jay) A. Firestone 63 Director April 2020 Jonathan Frates 37 Director March 2016 Hunter C. Gary 45 Director September 2018 David L. Lamp 62 President, CEO and Director January 2018 Stephen Mongillo 58 Director May 2012 James M. Strock 63 Director May 2012 Charter, subject to stockholder approval, to permitdirectors begin on page 18. As required by our stockholders to take action by written consent where we have obtainedCorporate Governance Guidelines, the written consent of not less thanBoard periodically evaluates the minimum number of votes that would be necessary to authorize the action at a meeting where all shares entitled to vote are present and voted, as permitted by Section 228(a)composition of the Delaware General Corporation Law (the "DGCL"). IfBoard, including the proposed amendmentskill sets, diversity, leadership structure, background, and experience of its directors. The Board believes its current structure and composition is approved,best for the Company and its stockholders at this time.Charter would be amended to repealCEO. The Board believes that this leadership structure, which separates the provisionsChairman and CEO roles, is appropriate at this time in light of the current Article IXownership of the Charter. No change will be made to the other provisions of our Charter or to the rights and privilegesover 70% of our common stock by IEP and its affiliates. In particular, the Board believes this structure clarifies the individual roles and responsibilities of the Chairman and CEO and enhances accountability. The Board recognizes there is no single, generally accepted approach to providing Board leadership and the Board’s leadership structure may vary in the future. The Board believes it should have the flexibility to make determinations as to the best leadership structure and allocation of responsibilities of the Chairman and CEO as circumstances warrant. In determining the appropriate leadership structure, the Board considers, among other factors, the current composition and dynamics of the Board and the challenges and opportunities specific to the Company.proposed amendment. If the proposed amendment is approved, the Board will make conforming changes to the Amended and Restated Bylaws consistent with the proposed amendment to the Charter. The purposeelection of Proposal 4 is to provide the Company with greater flexibility in the manner in which matters may be approved by the Company's stockholders. Section 228(a)all of the DGCL sets forth the default rule governing the ability of stockholders to act by written consent and provides in pertinent part that "unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted." Article IX of the Charter currently provides that "[a]ny action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be effected only upon the vote of the stockholders at an annual or special meeting duly called and may not be effected by written consent of the stockholders, provided that such actions may be effected by written consent of the stockholders if Goldman, Sachs & Co., Kelso & Company and their respective affiliates (collectively, the "Sponsors") collectively beneficially own more than 35.0% of the outstanding shares of Common Stock." Article IX of the Charter currently limits stockholders from acting by written consent unless the Sponsors maintain certain beneficial ownership requirements. However, because the Sponsors are no longer beneficial owners of the requisite amount of the Company's common stock, the limited right to act by written consent for stockholders as included in Article IX is inoperable. As a result, Article IX effectively prohibits stockholders from acting by written consent. The proposed amendment to Article IX would repeal Article IX, in which case the default rule of Section 228(a) of the DGCL would permit the Company's stockholders to act by less than unanimous written consent.Reasons for Proposal Our Board believes that the proposed amendment would be in the best interestsmembers of our Company and its stockholders. It will allow us, in situations where we can obtain the requisite consent in writing,Board. Consequently, our Board has deemed it appropriate not to take prompt actionmaintain a formal policy with respect to corporate opportunities that develop, without the delayreview of potential nominees or to charge the Nominating and expenseCorporate Governance Committee (the “Governance Committee”) with the nomination of conveningdirectors. However, all of our directors ultimately participate in the review of potential nominees to our Board. In 2020, the Board reviewed the qualifications, skills, backgrounds, and experience of our directors and director nominees, both individually and in the broader context of the Board’s overall composition and our current and anticipated future needs.meetingwishes to recommend a candidate for director for election at the purpose2021 Annual Meeting of approvingStockholders, it must follow the action. Furthermore, prohibiting stockholders from taking action by written consent could delay or defer a takeover attempt that stockholders may consider in their best interests, including attempts that might result in a premium overprocedures described below under “2021 Stockholder Proposals and Director Nominations.”market price for the shares held by the stockholders. This prohibition may also make it more difficult to remove incumbent management. The Board believes that in such cases where stockholders representing“Controlled Company” Exemptionthe requisite number of votes necessary to authorize an action have already consented to a given action, the stockholder meeting becomes a formality that utilizes time and resources that are better spent on other corporate functions.Effects of Approval of Proposal If Proposal 4 is approved by the Company's stockholders, actions otherwise required to be taken at an annual or special meeting of stockholders could be taken pursuant to Section 228 of the DGCL without a meeting and without prior notice to all stockholders if approved by written consent of holders of not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, subject to certain rules promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These actions could include, among other things, amendments to the Company's Charter, mergers, consolidations, sales of assets and other matters that require the approval of the Company's stockholders. Other than as described in this Proxy Statement, no such matters are being contemplated at this time. As noted elsewhere in this proxy statement, our Board has determined that weIcahn Enterprises L.P. ("IEP")IEP and its affiliates currently own approximately 82%70.8% of our outstanding common stock. Accordingly, ifapprove this Proposal 4, IEPall director nominees are encouraged to attend the Annual Meeting. In 2019, four directors attended our virtual annual meeting of stockholders.affiliates willmanagement. The Board considers oversight of CVR Energy’s risks and risk management activities to be ablea responsibility of the entire Board, though the Board also delegates certain risk oversight to unilaterally determine matters submitted to a votecertain of stockholders, such as approval of significant corporate transactions,its committees, including the share issuance proposalfollowing:Audit Committee
Risk Oversight AreasCompensation Committee
Risk Oversight AreasGovernance Committee
Risk Oversight AreasEH&S Committee
Risk Oversight AreasFinancial exposure, insurance, legal, compliance, financial statements and reporting Compensation and benefits policies and programs, succession and executive performance Corporate governance, Code compliance, and Board and committee performance Environmental, health and safety policies, programs, procedures, regulations, compliance and initiatives Director Audit Committee Compensation Committee Governance Committee EH&S Committee Special Committee Bob G. Alexander* ü ü Patricia A. Agnello ü SungHwan Cho ü ü Hunter C. Gary u Jaffrey (Jay) A. Firestone* ü ü Jonathan Frates ü u ü David L. Lamp ü Stephen Mongillo u ü James M. Strock ü ü u below in Proposal 5.Proposed Amendmentcompensation the Company pays to its directors who are not officers or employees of CVR Energy or its affiliates (“Non-Employee Directors”) is designed to attract and retain nationally recognized, highly qualified directors to lead the Company and to be demonstrably fair to both the Company and its Non-Employee Directors, taking into consideration, among other things, the time commitments required for service on the Board and its committees. In developing Non-Employee Director compensation, the Board considers the factors set forth above, and relies upon its experience and judgment. Non-Employee Director compensation generally includes an annual cash retainer for service as a director, a separate cash retainer for service as a member or chairman of a committee, and reimbursement of certain travel and director education expenses.Name Fees Earned or
Paid in CashAll Other Compensation Total Bob G. Alexander $ 51,588 $ — $ 51,588 Stephen Mongillo 57,000 — 57,000 James M. Strock 54,940 — 54,940 this Proposal 4 is approved byfor any reason any of the Company's stockholders atnominees should become unable to serve as a director prior to the Annual Meeting, the entire Article IXproxy holders may vote for the election of a substitute nominee designated by the Board or the Board may reduce its size. The Board believes each of the Charter will be amendeddirectors who have been nominated is qualified to readserve as follows: "skills as noted below.Section 9.1 Action by Written Consent. Any action requireda director due to the value of his or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be effected only upon the vote of the stockholders at an annual or special meeting duly calledher experiences, qualifications, attributes, and may not be effected by written consent of the stockholders, provided that such actions may be effected by written consent of the stockholders if Goldman, Sachs & Co., Kelso & Company and their respective affiliates (collectively, the "Sponsors") collectively beneficially own more than 35.0% of the outstanding shares of Common Stock. [Reserved.]"Vote Required and Recommendation of the Board The affirmative vote of a majority of the outstanding shares of common stock entitled to vote thereon is required to approve the written consent proposal.OURTHE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" APPROVALFOR THE ELECTION OFTHE WRITTEN CONSENT PROPOSAL.PROPOSAL 5APPROVAL EACH OF THE SHARE ISSUANCE PROPOSALFOLLOWING NOMINEES:Nominee Principal Occupation, Experience and Qualifications Ms. Agnello has served as a director since September 2018. Ms. Agnello has been the chief human resources officer & employment counsel for IEP since March 2020, and for its former affiliate, Insight Portfolio Group (“ISG”), from May 2007 until February 2020. In this capacity, Ms. Agnello provides human resources advice to a variety of companies with which Mr. Icahn has a relationship. Prior to joining ISG, Ms. Agnello held senior human resources positions at Integro Insurance Brokers, North Fork Bank, Marsh & McLennan Companies, Inc., PriceWaterhouseCoopers, and spent approximately 15 years with Exxon Corporation. Ms. Agnello has been a director of: Icahn Automotive Group LLC (“IAG”), an automotive parts installer, retailer and distributor, since 2017 and PSC Metals, LLC (“PSC”), a metal recycling company, since 2012. American Railcar Industries, Inc. (“ARI”) was and IAG and PSC are each indirectly controlled by Mr. Icahn. Ms. Agnello received a J.D. from St. John’s University School of Law, an MBA in Human Resources Management from Adelphi University, and a BA in Liberal Arts from Marymount Manhattan College. Except as listed herein, Ms. Agnello has served on no other public company boards in the past five years. Based on Ms. Agnello’s extensive experience in human resources, business acumen and extensive board experience, we believe Ms. Agnello’s requisite skills make her qualified to serve as our director. Mr. Cho has served as a director since May 2012 and has been Chairman of the Board since June 2018. Mr. Cho has served as chief financial officer of IEP, a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, real estate and home fashion, since March 2012. Prior to that time, he was senior vice president and previously portfolio company associate at IEP, from October 2006 until March 2012. Mr. Cho serves as a director of certain wholly-owned or majority-owned subsidiaries of IEP, including: IAG; PSC Metals, LLC (“PSC”), a metal recycling company; and WestPoint Home LLC (“WestPoint Home”), a home textiles manufacturer. Mr. Cho was previously a member of the Executive Committee of American Railcar Leasing LLC (“ARL”), a lessor and seller of specialized railroad tank and covered hopper railcars, from September 2013 until June 2017 and a director of Ferrous Resources Limited (“Ferrous”), an iron ore mining company with operations in Brazil, from June 2015 until August 2019. IEP, CVR Energy, CVR Partners, LP (“CVR Partners”), CVR Refining, LP (“CVR Refining”), IAG, WestPoint Home, PSC, and Viskase Companies, Inc. (“Viskase”) are, and Federal-Mogul Holdings LLC (“Federal Mogul”), ARI, and ARL were, each indirectly controlled by Mr. Icahn. Mr. Icahn also has or previously had a non-controlling interest in each of Tenneco, Inc. (“Tenneco”), Hertz Global Holdings, Inc. (“Hertz”), and Take-Two Interactive Software (“Take-Two”) through the ownership of securities. Mr. Cho received a B.S. in Computer Science from Stanford University and an MBA from New York University, Stern School of Business. Except as listed herein, Mr. Cho has served on no other public company boards in the past five years. Based upon Mr. Cho’s deep understanding of finance and risk obtained from his past experience, we believe that Mr. Cho’s set of skills make him qualified serve as our Chairman and director. Mr. Firestone has served as a director since April 2020. Since 2006, Mr. Firestone has served as chairman and chief executive officer at Prodigy Pictures Inc., a leader in the production of quality film, television and cross-platform media. Previously, Mr. Firestone established Fireworks Entertainment in 1996 to produce, distribute and finance television programs and feature films. In 1998, Fireworks Entertainment was acquired by CanWest Global Communications Corporation and Mr. Firestone was named chairman and chief executive officer and oversaw the company’s Los Angeles and London based television operations as well as its Los Angeles feature film division, Fireworks Pictures. In addition, Mr. Firestone oversaw the company’s interest in New York based IDP Distribution, an independent distribution and marketing company formed by Fireworks Entertainment in 2000 as a joint venture with Samuel Goldwyn Films and Stratosphere Entertainment. Mr. Firestone has served on the board of directors for the Academy of Canadian Cinema and Television and the Academy of Television Arts and Sciences International Council in Los Angeles. Mr. Firestone has led two successful initial public offerings and in 1998, was nominated for entrepreneur of the year. Voltari Corporation (“Voltari”), a commercial real estate company was and CVR Energy is indirectly controlled by Mr. Icahn. Mr. Firestone obtained a degree in commerce from McMasters University. Mr. Firestone has extensive experience in dealing with financial reporting, which, in addition to his past service on other boards, enables him to advise our board on a range of matters including financial matters and make him qualified to serve as our director. Mr. Frates has served as a director since March 2016. Mr. Frates has been a managing director at IEP, a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, real estate and home fashion, since June 2018. From November 2015 until June 2018, Mr. Frates served as a portfolio company associate at IEP. Prior to joining IEP, Mr. Frates served as a senior business analyst at First Acceptance Corp. and as an associate at its holding company, Diamond A Ford Corp. Mr. Frates began his career as an investment banking analyst at Wachovia Securities LLC. Mr. Frates has also been a member of the Executive Committee of ACF Industries LLC (“ACF Industries”), a railcar manufacturing company, since September 2018. Mr. Frates has served as a director of Ferrous, a majority-owned subsidiary of IEP, from December 2016 until July 2019. ARI was and ACF Industries, Viskase, CVR Energy, CVR Refining, and CVR Partners are each indirectly controlled by Mr. Icahn. Mr. Icahn also has a non-controlling interest in Herc Holdings Inc. (“Herc Holdings”) and SandRidge Energy, Inc. (“Sandridge”) through the ownership of securities. Mr. Frates received a BBA from Southern Methodist University and an MBA from Columbia Business School. Mr. Frates’ significant board experience and broad financial background make him qualified to serve as our director. Mr. Gary has served as a director since September 2018. Mr. Gary has served as senior managing director of IEP since November 2010. At IEP, Mr. Gary is responsible for monitoring portfolio company operations, implementing operational value enhancement as well as leading a variety of operational activities for IEP which focus on a variety of areas including technology, merger integration, supply chain, organization transformation, real estate, recruiting, business process outsourcing, SG&A cost reduction, strategic IT projects, and executive compensation. Mr. Gary has served as president of IEP’s Real Estate segment since November 2013 and has led the Information Technology and Cybersecurity group at IEP since September 2015 while serving as president of Sfire Technology LLC (f.k.a. IEH Technology LLC) since December 2015. Mr. Gary has served as president and chief executive officer of Cadus Corporation (“Cadus”), a company engaged in the acquisition of real estate for renovation or construction and resale, from March 2014 until June 2018. Prior to IEP and Cadus, Mr. Gary has been employed by Icahn Associates Corporation in various roles since 2003, most recently as the chief operating officer of Icahn Sourcing LLC (f.k.a. ISG). In addition, Mr. Gary has served as a director of certain wholly-owned or majority-owned subsidiaries of IEP, including: The Pep Boys - Manny, Moe & Jack (“The Pep Boys”), since 2016; PSC, since 2012; WestPoint Home, since 2007; IAG, since 2017; IEH Auto Parts LLC, from June 2015 until May 2017; and Ferrous from June 2015 until August 2019. Mr. Gary has also been a member of the Executive Committee of ACF Industries, since July 2015. ARI, Cadus, Ferrous and Federal-Mogul each were and IAG, ACF Industries, Viskase, PSC, Tropicana Entertainment, Inc. (“Tropicana”), Voltari, CVR Energy, CVR Refining, CVR Partners, WestPoint Home, IEH Auto Parts, and The Pep Boys each are indirectly controlled by Mr. Icahn. Mr. Icahn also has a non-controlling interest in Herbalife Ltd. (“Herbalife”) through the ownership of securities. Mr. Gary received his B.S. with senior honors from Georgetown University as well as a certificate of executive development from Columbia Graduate School of Business. Mr. Gary’s extensive business and operations background, coupled with his board experience, make him qualified to serve as our director. Mr. Lamp has served as a director since January 2018. Mr. Lamp has served as President and CEO of CVR Energy and Executive Chairman of the general partner of CVR Partners since December 2017. Mr. Lamp has more than 40 years of technical, commercial and operational experience in the refining and chemical industries. He previously served as President and Chief Operating Officer of Western Refining, Inc. (“WNR”) from 2016 until its sale to Andeavor in 2017 and as president and chief executive officer and a director of the general partner of Northern Tier Energy, L.P. (“NTE”) from 2013 until its merger with WNR in 2016. Mr. Lamp graduated from Michigan State University with a Bachelor of Science in Chemical Engineering. He also serves on the Board of Directors for the American Fuel & Petrochemical Manufacturers Association and is a past chairman. We believe that Mr. Lamp’s extensive knowledge and experience in the refining and chemical industries, as well as his significant background serving in key executive roles at public and private companies and strong leadership skills make him well qualified to serve as our director. Mr. Mongillo has served as a director since May 2012. Mr. Mongillo is a private investor. Mr. Mongillo is currently the chairman and chief executive officer of AMPF, Inc., a distributor of picture frame mouldings and supplies of which he is the principal shareholder. From January 2008 to January 2011, Mr. Mongillo served as a managing director of Icahn Capital LP, the entity through which Mr. Icahn managed third-party investment funds. From March 2009 until January 2011, Mr. Mongillo served as a director of WestPoint International Inc. Prior to joining Icahn Capital, Mr. Mongillo worked at Bear Stearns for 10 years, most recently as a senior managing director overseeing the leveraged finance group’s efforts in the healthcare, real estate, gaming, lodging, leisure, restaurant and education sectors. ARI was and WestPoint International is directly or indirectly controlled by Mr. Icahn. Mr. Mongillo received a B.A. from Trinity College and an M.B.A from the Amos Tuck School of Business Administration at Dartmouth College. Based upon Mr. Mongillo’s over 25 years of experience in the financial industry and his strong understanding of the complex business and financial issues encountered by large complex companies, we believe that Mr. Mongillo’s set of skills make him qualified to serve as our director. Mr. Strock has served as a director since May 2012. Mr. Strock is the chief executive officer of the Serve to Lead Group, which he founded in 1997. The Serve to Lead Group serves diverse sectors including: finance, manufacturing, transportation, technology, defense, aerospace, health care, real estate, chemicals, professional services, insurance, environmental safety and health, remediation, clean tech, sustainability, energy, and medical cannabis. Mr. Strock, individually and as part of various teams and organizations, serves various functions, including: management, project management, financing, sales and marketing, stakeholder engagement, public advocacy, communication (including new media), crisis communication, strategic planning, regulatory compliance, negotiation, mediation, facilitation, human resources, and training. Mr. Strock has served in senior executive and board positions in the public, private, and not-for-profit sectors. He served as California’s founding Secretary for Environmental Protection, and as Assistant Administrator for Enforcement (chief law enforcement officer) of the U.S. Environmental Protection Agency. Mr. Strock is the author of three books on leadership, management, and communication. He is a member of the Council on Foreign Relations and the Authors Guild. Mr. Strock holds an A.B. from Harvard College and a J.D. from Harvard Law School. He served as captain in the USAR-JAGC. Based upon Mr. Strock’s extensive business and public service experience, which enable him to assist boards in meeting their responsibilities in various functions, we believe that Mr. Strock’s set of skills make him qualified to serve as our director. Proposal We are seeking stockholder approval, for purposesfollowing table sets forth the names, positions, ages, background, experience, and qualifications (as of Section 312.03April 6, 2020) of the NYSE Listedexecutive officers of our Company, Manual,other than Mr. Lamp, who is listed under “Nominees” above.Name, Position and Age Principal Occupation, Experience and Qualifications Ms. Jackson has served as our Executive Vice President and CFO since May 2018. Previously, Ms. Jackson held various positions at Tesoro Corporation and Tesoro Logistics LP, including vice president and controller from March 2015 until October 2016, vice president of financial planning and analytics from September 2013 until March 2015, vice president of finance and treasurer from October 2010 until September 2013, and vice president of internal audit from May 2007 until September 2010. Ms. Jackson obtained her undergraduate Bachelor of Business Administration and Accounting in 1993 and an M.B.A in May 2012 from the University of Texas at San Antonio. Ms. Jackson is a CPA, a Certified Internal Auditor and Certified Information Systems Auditor. Mr. Pytosh has served as our Executive Vice President - Corporate Services since January 2018 and as the President and CEO of CVR Partners since May 2014. Previously, Mr. Pytosh served as our Senior Vice President - Administration from October 2014 until December 2017. Mr. Pytosh served as executive vice president and CFO for Alberta, Canada-based Tervita Corporation, an environmental and energy services company, from 2010 until 2014. He also serves on the boards of directors of the University of Illinois Foundation and The Fertilizer Institute. Mr. Pytosh received a Bachelor of Science degree in chemistry from the University of Illinois, Urbana-Champaign. Ms. Buhrig has served as our Executive Vice President, General Counsel and Secretary since July 2018. Previously, Ms. Buhrig served as executive vice president, general counsel and secretary of Delek US Holdings, Inc. and the general partner of Delek Logistics Partners, LP from October 2017 until June 2018, and held various positions with WNR from November 2005 until June 2017 including senior vice president - services and compliance officer from August 2016 until WNR’s acquisition by Andeavor in July 2017; executive vice president, general counsel and secretary of the general partner of NTE (a WNR affiliate) from March 2014 until August 2016; and vice president, assistant general counsel and assistant secretary of WNR and its affiliated MLP prior to March 2014. Ms. Buhrig received a Bachelor of Arts in Political Science from the University of Michigan and a Juris Doctorate with honors from the University of Miami School of Law. Mr. Landreth has served as our Executive Vice President and Chief Commercial Officer since January 2018. He served as Executive Vice President and Chief Commercial Officer for the general partner of CVR Refining from January 2018 until February 2019 and as Senior Vice President – Economics and Planning from its inception in September 2012 until December 2017. Mr. Landreth has more than 38 years of experience in refining and petrochemicals in areas relating to crude, feedstock, product and process optimization, commercial activities, acquisitions, and capital utilization. He has served in numerous management positions in the petroleum industry, primarily in refining and marketing positions. Mr. Landreth received a Bachelor of Science in Chemistry from Northwestern Oklahoma State University. Mr. Bley has served as our Chief Accounting Officer and Corporate Controller since April 2018. Previously, Mr. Bley held the roles of assistant controller of reporting from March 2015 until April 2018, senior manager of financial reporting from September 2013 until March 2015, and manager of accounting research from May 2012 until September 2013 for Andeavor (formerly Tesoro). Mr. Bley received a Bachelor of Science in Business Administration and a Master of Science in Accounting from Trinity University in 2004 and 2005, respectively. In addition, he received an M.B.A. from Baylor University and is a Certified Public Accountant. David L. Lamp President and CEO Tracy D. Jackson Executive Vice President and CFO Mark A. Pytosh Executive Vice President - Corporate Services Melissa M. Buhrig Executive Vice President, General Counsel and Secretary David L. Landreth Executive Vice President and Chief Commercial Officer issue upcompensate named executive officers in a way that meaningfully aligns their interests with the interests of our stockholders, including:23,537,209 sharesthe stockholder;CVR Energysalary, bonuses, and benefits with the goal of retaining and attracting talented and highly motivated executive officers; andstockexecutive pay practices and industry companies supplemented with broad-based compensation survey data or survey data from the energy, refining, and chemical industries that influence the competitive market for executive talent or from companies comparable to the Company in connectionterms of size and scale.offercompensation policies and practices:exchange upa mix of financial and operational performance; and37,154,236 common unitsadjust annual or performance-based awards when appropriate based on our interests and the interests of CVR Refining, LP ("CVR Refining")our stockholders.not otherwise directly or indirectly owned by CVR Energy or its affiliates,and also considered the following:shares of CVR Energy common stock at an exchangethe year;one CVR Refining common unit for 0.6335 shares of CVR Energy common stock (the "Exchange Offer") upon the termssalary to bonus; and conditions set forth in our Registration Statement on Form S-4, as filed with the SEC on May 29, 2018 (the "Registration Statement"), the related joint prospectus/offer to exchange and related letter of transmittal. exact number of shares of our common stock to be issued in the Exchange Offer will depend on the number of CVR Refining common units tendered in the Exchange Offer. As discussed below, stockholder approval of this Proposal 5 is one“at risk” components of the conditions to our obligation to consummatenamed executive officer compensation.Exchange Offer.Exchange Offer InCompensation Committee concluded this three-pronged program, which is the Exchange Offer, we are offering to acquire up to 37,154,236 outstanding common units of CVR Refining, not otherwise directly or indirectly owned by CVR Energy or its affiliates, in exchangesame utilized for shares of our common stock, as more fully described in the Registration Statement. The Exchange Offer is conditioned upon, among other things, a minimum of number of CVR Refining common units having been validly tendered and not properly withdrawn such that, following the consummationall management employees of the Exchange Offer,Company, supports the objectives described above, and elected to keep the structure for 2019 compensation the same as 2018, as follows:Element Primary Objectives Approved 2019 Compensation Base Salary 2018 Base Salary increased up to 5% based on individual performance and/or total relative compensation levels, prorated as applicable Annual Performance-Based Bonus Same target payout percentages as 2018 and substantially equivalent plan document and performance metrics as described below Long Term Incentive Awards Same percentage of Base Salary and terms as 2018, vesting ratably over three years subject to vesting conditions Refining (the "general partner") and entities affiliated withPartners, not all of his 2019 compensation was determined by the general partner (which affiliates includeCompensation Committee. Instead, as he generally spends 40% of his time performing services for CVR Energy and affiliatesthe remainder of IEP) will own more than 80%his time performing services for CVR Partners, only 40% of his compensation is determined by the Compensation Committee, with the remainder being determined by the compensation committee of the outstanding common unitsboard of CVR Refining (the "minimum tender condition"). As of the date hereof, there were 147,600,000 common units of CVR Refining outstanding and CVR Energy and its affiliates (including affiliates of IEP) beneficially owned 103,065,764 common units of CVR Refining, representing approximately 69.8% of the outstanding common units, and CVR Energy indirectly owned the general partner. If we acquire the maximum 37,154,236 common units of CVR Refining in the Exchange Offer, CVR Energy and its affiliates (including affiliates of IEP) will hold approximately 95% of the outstanding common units of CVR Refining. If the minimum tender condition is satisfied, CVR Energy and its affiliates (including affiliates of IEP) will hold more than 80% of the outstanding common units of CVR Refining, which would permit the general partner and its affiliates to exercise the call right described below. As of the date hereof, IEP and its affiliates owned approximately 82% of our outstanding common stock and intend to approve the issuance of the shares of CVR Energy common stock pursuant to the Exchange Offer as provided in this Proposal 5. The purpose of the Exchange Offer is to increase our ownership in CVR Refining. Upon the completion of the Exchange Offer in accordance with its terms and conditions, CVR Refining will continue to be listed on the NYSE and subject to the periodic reporting requirements of the Exchange Act. However, if the Exchange Offer is consummated in accordance with its terms, CVR Energy and its affiliates (including affiliates of IEP) will beneficially own over 80% of the outstanding common units of CVR Refining. Pursuant to the partnership agreement of CVR Refining, once the general partner and its affiliates own more than 80% of the common units of CVR Refining, the general partner and its affiliates will have the right, but not the obligation, to purchase all, but not less than all, of the common units of CVR Refining held by unaffiliated unitholders of CVR Refining at a price not less than their then-current market price, as calculated pursuant to the terms of the partnership agreement. The general partner andits affiliates (including CVR Energy and IEP and its affiliates) have no current plans to exercise the call right at this time or upon the consummation of the Exchange Offer. However, there can be no assurance that the general partner and its affiliates will not exercise the call right in the future. Our obligation to consummate the Exchange Offer is subject to several conditions as more fully described in the Registration Statement, including the following:•the "registration statement condition" — the Registration Statement shall have become effective under the Securities Act of 1933, as amended, no stop order suspending the effectiveness of the registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC, and CVR Energy shall have received all necessary state securities law or "blue sky" authorizations, if any.•the "stockholder approval condition" — CVR Energy's stockholders shall have approved, as and to the extent required by the NYSE, the issuance of shares of the CVR Energy's common stock pursuant to the Exchange Offer.•the "minimum tender condition" — a sufficient number of common units of CVR Refining shall have been validly tendered and not properly withdrawn such that, following consummation of the Exchange Offer, the general partner and entities affiliated with the general partner will own more than 80% of the common units of CVR Refining. As of the date hereof, a minimum of 15,014,237 common units of CVR Refining shall be validly tendered and not properly withdrawn to satisfy the minimum tender condition.•the "listing condition" — the shares of CVR Energy common stock to be issued pursuant to the offer shall have been authorized for listing on the NYSE, subject to official notice of issuance. CVR Refining's common units are listed on the NYSE under the symbol "CVRR." On May 25, 2018, the last full trading day before the date on which the Registration Statement was filed, the closing price of one common unit of CVR Refining as reported on the NYSE was $22.10. CVR Energy's common stock is listed on the NYSE under the symbol "CVI." On May 25, 2018, the last full trading day before the date on which the Registration Statement was filed, the closing price of one share of CVR Energy common stock as reported on the NYSE was $43.61. Based on the exchange ratio and the closing prices above, the Exchange Offer had a value of $27.63 per CVR Refining common unit, representing a 25% premium over the closing price of the common units on May 25, 2018. Based on the exchange ratio for the Exchange Offer, we estimate that if the maximum of 37,154,236 common units are exchanged pursuant to the Exchange Offer, exchanging unitholders of CVR Refining would own, in the aggregate, approximately 21.3% of the outstanding shares of CVR Energy common stock and if the minimum of 15,014,237 common units are exchanged pursuant to the Exchange Offer, exchanging unitholders of CVR Refining would own, in the aggregate, approximately 9.9% of the outstanding shares of CVR Energy common stock after the consummation of the exchange. The value of the Exchange Offer will change as the market prices of CVR Energy common stock and CVR Refining common units fluctuate during the offer period and thereafter, and may be different from the price set forth above at the time CVR Refining unitholders participating in the Exchange Offer receive their shares of CVR Energy common stock and thereafter. Our Board of Directors believes that authorizing the issuance of the common stock in connection with the proposed Exchange Offer is in the best interests of our stockholders because it allows us to increase our ownership of CVR Refining. Neither CVR Energy nor CVR Refining is making any recommendation with respect to whether CVR Refining unitholders should participate in the Exchange Offer.Effects of Approval of Proposal Authorizing the issuance of common stock will not ensure that the proposed Exchange Offer will be consummated or that it will be accepted by CVR Refining unitholders. We plan to conduct the Exchange Offer on the terms and conditions set forth in the Registration Statement, the related joint prospectus/offer to exchange and related letter of transmittal. In addition, if we proceed with the proposed Exchange Offer, we intend to file with the NYSE an application to list the shares of common stock issued in connection with the exchange. The CVR Energy common stock issued in the Exchange Offer would dilute the percentage ownership of the holders of our common stock currently outstanding, and their resale could have an adverse effect on the trading price of our common stock.We urge you to carefully read the Registration Statement, the related joint prospectus/offer to exchange and related letter of transmittal, including the "Risk Factors" section of the joint prospectus/offer to exchange contained in the Registration Statement, before you make any decision regarding this proposal.Related Party Interests See the section entitled "Certain Relationships and Related Party Transactions" of the Proxy Statement for information regarding related party transactions between the Company, CVR Refining, IEP and their respective affiliates. CVR Energy and its subsidiaries own 97,315,764 common units of CVR Refining, representing approximately 65.9% of the outstanding common units of CVR Refining. IEP and its subsidiaries own 5,750,000 common units of CVR Refining, representing approximately 3.9% of the outstanding common units of CVR Refining. After reasonable inquiry and to our knowledge, certain executive officers and directors of the general partner of CVR Partners (the “UAN Committee”). However, the Compensation Committee confers with the UAN Committee and believes the process and objectives utilized by the UAN Committee in setting named executive officer compensation, as well as the structure and elements of such compensation, are generally consistent with those utilized by the Compensation Committee.Named Executive Officer 2018 Base Salary 2019 Base Salary Increase David L. Lamp $ 1,000,000 $ 1,000,000 — % Tracy D. Jackson 435,000 456,756 5.0 % Mark A. Pytosh (1) 535,000 551,050 3.0 % Melissa M. Buhrig 500,000 512,500 2.5 % David L. Landreth 430,000 442,900 3.0 % Percentage Change (over the prior year) Bonus Achievement Increase in Incident Rate or Incidents Zero 0% 50% of Target Percentage (Threshold) Decrease > 0% and < 3% Linear Interpolation between Threshold and Target Decrease of 3% Target Percentage Decrease > 3% and < 10% Linear Interpolation between Target and Maximum Decrease of 10% or more, or if TRIR is maintained at or below 1.0, PSIR at or below 0.2 and EE at or below 20 150% of Target (Maximum) Reliability Bonus Achievement Greater than 8.0% Zero 8% 50% of Target Percentage (Threshold) 6.01% to 7.99% Linear Interpolation between Threshold and Target 6% Target Percentage 5.0% to 5.99% Linear Interpolation between Target and Maximum Less than 5.0% 150% of Target (Maximum) Equipment Utilization (compared to plan) Bonus Achievement Less than 95% Zero 95% 50% of Target Percentage (Threshold) 95.01% to 99.99% Linear Interpolation between Threshold and Target 100% Target Percentage 100.01% to 104.99% Linear Interpolation between Target and Maximum Greater than 105% 150% of Target (Maximum) Operating Expense (compared to budget) Bonus Achievement Greater than 103% Zero 103% 50% of Target Percentage (Threshold) 100.1% to 102.99% Linear Interpolation between Threshold and Target 100% Target Percentage 95% to 99.99% Linear Interpolation between Target and Maximum Less than 95% 150% of Target (Maximum) ROCE (Ranking vs. Peer Group) Bonus Achievement First (highest) 150% of Target (Maximum) Second 125% of Target Percentage Third 112.5% of Target Percentage Fourth Target Percentage (100%) Fifth 75% of Target Percentage Sixth 50% of Target Percentage (Minimum) Seventh Zero Refining Peer Group Fertilizer Peer Group Delek US Holdings, Inc. Marathon Petroleum Co. CF Industries Holdings, Inc. LSB Industries, Inc. HollyFrontier Corp. Par Pacific Holdings, Inc. Flotek Industries, Inc. Nutrien Ltd. PBF Energy, Inc. Valero Energy Corp. Green Plains Partners LP The Andersons, Inc. Company intend to exchange their common unitsUAN Committee in February 2020; and (3) the portion of the 2019 bonus determined based on each such measure, which payout averaged 118% of target under the 2019 CVI Plan and 110% of target for Mr. Pytosh under the 2019 UAN Plan, as further described in the Exchange Offer. None2019 Annual Report on Form 10-K filed with the SEC by CVR Partners on February 20, 2020. The named executive officers could have received between 0% and 150% of target based on these measures, plus any additional amounts approved by the Compensation Committee in their discretion based on individual performance for all named executive officers except the CEO.Measure CVR Energy
Bonus AchievementEH&S TRIR Decrease of 20% Decrease of 2% 141% PSIR Decrease of 30% Decrease of 75% 150% EE Increase of 8% Decrease of 64% 20% Overall EH&S 104% Financial Reliability 3.6% 4.0% 150% Equipment Utilization 100% 98.0% 97% Operating Expenses 100% 101.0% 98% ROCE 35% (First) 11% (Fourth) 143% Overall Financial 122% Consolidated Performance 118% entities affiliated with or subsidiariesmost crucial elements of its compensation program. As part of 2019 compensation, effective December 2018 the Partnership intendCompensation Committee awarded to exchange their commonMessrs. Lamp, Pytosh, and Landreth and Mses. Jackson and Buhrig incentive units of 39,652; 11,314; 13,640, 13,799, and 15,861, respectively, which incentive units vest in one-third increments each December following the Exchange Offer.NYSE Stockholder Approval Requirement Our common stock is listed on the NYSE and, as a result, we aredate of award, subject to the rulesterms and conditions of the NYSE. We believeaward agreement, with payout in cash based on the average closing price of a common share of CVR Energy for the ten trading days preceding vesting. Incentive units denominated in CVR Energy common shares were selected by the Compensation Committee to ensure an equity vehicle that represented the value and significance of the Company’s combined refining and fertilizer segments’ revenue and operational complexity.Exchange Offer may result inemployee’s compensation for the issuancetaxable year exceeds $1.0 million. Prior to January 1, 2018, this limit did not apply to “qualified performance-based compensation,” which required, among other factors, satisfaction of a performance goal that was established by a committee of the Board consisting of two or more than 20% of our currently outstanding shares of common stock. As a result,non-employee directors and stockholder approval of the issuance is required bymaterial terms under which such compensation was paid. The Tax Cuts and Jobs Act (the “Tax Act”), enacted in December 2017, amended Section 312.03162(m) to eliminate this “performance-based compensation” exception for taxable years beginning after December 31, 2017, such that compensation paid to a public company’s “covered employees” in excess of $1.0 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. In addition, the NYSE Listing Company Manual. Section 312.03Tax Cuts amended the definition of “covered employees”. Effective January 1, 2018, “covered employees” include the NYSE Listed Company Manual requires an issuer to obtain stockholder approvalchief executive officer, chief financial officer, the next three most highly compensated officers serving during the taxable year, and a covered employee for any preceding taxable year beginning after December 31, 2016.issuanceTax Act’s amendment of Section 162(m) of the Code, the Compensation Committee sought to maximize the deductibility of compensation under Section 162(m) to the extent doing so was reasonable and consistent with our strategies and goals. Due to the elimination of the “qualified performance-based compensation exemption” under Section 162(m) by the Tax Act, other than compensation that qualified for the transition relief, the compensation in excess of $1 million per employee paid to our covered employees after 2017 is no longer deductible. Notwithstanding amendment of Section 162(m) of the Code by the Tax Act, we believe that stockholder interests are best served by preserving the Compensation Committee’s discretion and flexibility to take into account factors other than tax deductibility in making compensation decisions. Furthermore, the rules and regulations promulgated under Section 162(m) are complicated and subject to change from time to time, sometimes with retroactive effect. In addition, a number of requirements must be met in order for particular compensation to so qualify and the application and interpretations of such requirements are subject to uncertainty, including the uncertain scope of the transition relief under the Tax Act. As such, there can be no assurance that any compensation awarded or paid by the Company will be fully deductible under any circumstances. Accordingly, the Compensation Committee retains the flexibility to approve compensation that may not be deductible if it believes that doing so is in the best interests of the Company and our stockholders. Further, the Compensation Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with our strategies and goals.Compensation Committee Hunter C. Gary, Chairman Jonathan Frates April 24, 2020 Name and Principal Position Year Salary
(1)Bonus
(2)Stock Awards (3) Non-Equity Incentive Plan Compensation (1, 4) Total David L. Lamp, President and CEO 2019 $ 1,000,000 $ — $ 1,500,000 $ 1,770,000 $ 20,364 $ 4,290,364 2018 1,000,000 — 1,500,035 1,875,000 20,064 4,395,099 2017 42,308 — — 1,500,000 75,000 1,617,308 Tracy D. Jackson, Executive Vice President and CFO 2019 $ 456,756 $ 200,800 $ 548,000 $ 621,300 $ 17,865 $ 1,844,721 2018 272,715 96,400 1,044,019 412,400 91,901 1,917,435 Mark A. Pytosh, Executive Vice President, Corporate Services 2019 $ 551,050 $ 457,300 $ 1,102,000 $ 818,000 $ 20,364 $ 2,948,714 2018 535,000 310,500 1,070,011 799,500 17,742 2,732,753 2017 525,000 — 1,069,996 736,349 17,442 2,348,787 Melissa M. Buhrig, Executive Vice President, General Counsel and Secretary 2019 $ 512,500 $ 236,100 $ 615,000 $ 737,000 $ 99,410 $ 2,200,010 2018 230,769 125,800 1,500,039 349,000 301,934 2,507,542 David L. Landreth, Executive Vice President and Chief Commercial Officer 2019 $ 442,900 $ 513,200 $ 531,000 $ 604,700 $ 20,364 $ 2,112,164 Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)Estimated Future Payouts under Equity Incentive
Plan Awards (2) Name Bonus Plan /
Award TypeGrant Date Threshold (3) Target Maximum Number
of Shares of
Stock or UnitsGrant Date Fair Value David L. Lamp 2019 CVI Plan n/a $ 62,400 $ 1,500,000 $ 2,250,000 — — CVI LTIP 12/13/19 — — — 32,737 $ 1,499,977 Tracy D. Jackson 2019 CVI Plan n/a $ 22,801 $ 548,107 $ 822,161 — — CVI LTIP 12/13/19 — — — 11,960 $ 547,995 Mark A. Pytosh 2019 CVI Plan n/a $ 12,379 $ 297,567 $ 446,351 — — 2019 UAN Plan n/a 18,568 446,351 669,526 — — CVI LTIP 12/13/19 — — — 9,620 $ 440,779 UAN LTIP 12/13/19 — — — 191,930 661,199 Melissa M. Buhrig 2019 CVI Plan n/a $ 25,584 $ 615,000 $ 922,500 — — CVI LTIP 12/13/19 — — — 13,422 $ 614,983 David L. Landreth 2019 CVI Plan n/a $ 22,110 $ 531,480 $ 797,220 — — CVI LTIP 12/13/19 — — — 11,589 $ 530,996 securities convertible intothe Incentive Payment is conditioned upon Mr. Lamp remaining employed with CVR Energy through December 31, 2021 (unless terminated by CVR Energy without cause or exercisableby Mr. Lamp for good reason (as defined in the employment agreement) on or after the satisfaction of the foregoing conditions and on or prior to December 31, 2021). Subject to the foregoing conditions, the Incentive Payment will, if it becomes payable, be paid within 30 days. For the avoidance of doubt, Mr. Lamp will not under any circumstance be entitled to receive more than one Incentive Payment and if he becomes entitled to the Incentive Payment under the terms of the employment agreement, Mr. Lamp will immediately forfeit any right to payments under the PU Award Agreement. Equity Awards That Have Not Vested Name Award Type Grant Date (1) Number of Shares or Units Market Value of Shares or Units (2) David L. Lamp Incentive Units 12/14/18 26,434 $ 1,149,350 Incentive Units 12/13/19 32,737 1,323,557 Tracy D. Jackson Incentive Units 05/04/18 10,229 $ 123,362 Incentive Units 12/14/18 9,199 399,973 Incentive Units 12/13/19 11,960 483,543 Mark A. Pytosh Phantom Units 12/29/17 61,671 $ 215,849 Incentive Units 12/29/17 10,999 143,207 Phantom Units 12/14/18 113,228 396,298 Incentive Units 12/14/18 7,542 327,926 Phantom Units 12/13/19 191,930 594,983 Incentive Units 12/13/19 9,620 388,937 Melissa M. Buhrig Incentive Units 07/02/18 13,357 $ 161,085 Incentive Units 12/14/18 10,574 459,758 Incentive Units 12/13/19 13,422 542,651 David L. Landreth Phantom Units 12/29/17 12,747 $ 165,966 Incentive Units 12/14/18 9,093 395,364 Incentive Units 12/13/19 11,589 468,543 Equity Awards Name Number of Shares or Units Acquired on Vesting Value Realized
on VestingDavid L. Lamp 13,218 $ 597,189 (1) Tracy D. Jackson 10,229 $ 123,362 (2) 4,600 207,828 (1) Mark A. Pytosh 38,674 $ 127,237 (3) 14,878 207,697 (4) 61,671 201,664 (5) 11,000 143,220 (6) 56,614 185,128 (7) 3,772 170,419 (1) Melissa M. Buhrig 13,357 $ 161,085 (2) 5,287 238,867 (1) David L. Landreth 16,295 $ 227,478 (4) 12,747 165,966 (6) 4,547 205,433 (1) any transaction or seriesaccordance with the agreement, and (ii) accrued distributions of related transactions, if$3.05 per unit.stock has, or will have upon issuance, voting powerunits in accordance with the agreement, and (ii) accrued distributions of $1.56 per unit.excess of 20%specified circumstances prior to and in connection with a change in control, Mr. Lamp will receive the Incentivevoting power outstanding beforechange in control. Mr. Lamp does not receive any payments or benefits in the issuanceevent of retirement. As a condition to receiving these severance payments and benefits, Mr. Lamp must execute, deliver and not revoke a general release of claims and abide by restrictive covenants relating to non-solicitation and non-competition during Mr. Lamp’s employment term, and thereafter during the period he receives severance payments or supplemental disability payments, as applicable, or for six months following the end of the term (if no severance or disability payments are payable), as well as a perpetual restrictive covenant relating to non-disclosure and non-disparagement and covenants. If any payments or distributions due to Mr. Lamp under his employment agreement would be subject to the excise tax imposed under Section 4999 of the Code, then such stockpayments or securities convertibledistributions will be “cut back” only if that reduction would be more beneficial to him on an after-tax basis than if there was no reduction. exchangeableits general partner, CVR Partners or its general partner is responsible for common stockthe payment of its proportionate share of the CIC and Severance Plan and other benefits costs following the termination of employment of the executive officers that are employed by CVR Partners or its general partner. Cash Severance Benefit Continuation (3) Death Disability Retirement Termination without Cause or with Good Reason (4) Death Disability Retirement Termination without Cause or with Good Reason (1) (2) (1) (2) David L. Lamp $ 2,000,000 $ 2,000,000 $ 1,608,375 $ 2,108,375 $ 10,000,000 $ — $ — $ — $ — $ — Tracy D. Jackson — — — — 991,761 — — — — — Mark A. Pytosh — — — — 1,429,517 — — — — — Melissa M. Buhrig — — — — 1,080,767 — — — — — David L. Landreth — — — — 958,073 — — — — — sharesunits times the average closing price of a common share of CVR Energy, a common unit of CVR Partners, or the fair market value of a common unit of CVR Refining, as applicable, for the ten trading days preceding vesting, plus (ii) the per unit cash value of all dividends declared and paid by CVR Energy or distributions declared and paid by CVR Partners or CVR Refining, as applicable, from the grant date to and including the vesting date. These awards generally provide for acceleration upon certain termination events, as follows:to be issued is,for the 20-trading days preceding December 31, 2019, or will be upon issuance, equal to$41.67 per share. Death Disability Retirement Termination without Cause or with Good Reason (1) (2) David L. Lamp $ — $ — $ — $ — $ 10,000,000 Tracy D. Jackson — — — — 989,100 Mark A. Pytosh — — — — 1,898,094 Melissa M. Buhrig — — — — 1,140,150 David L. Landreth — — — — 995,652 excess of 20%connection with a change-in-control.numbermedian employee’s total annual compensation to the total annual compensation of shares of common stock outstanding beforeour Principal Executive Officer (“PEO”) Mr. Lamp.issuance of common stock or securities convertible into or exercisable for common stock.Vote Required and Recommendationmedian of the Boardannual total compensation of all our employees and our consolidated subsidiaries (except our PEO) was $118,019 for 2019. The annual total compensation of Mr. Lamp, our PEO for 2019, as reported in the Summary Compensation Table included above, was $4,290,364 for 2019. This total and the pay ratio described below are reasonable estimates calculated in a manner consistent with Item 402(u) of Regulation S-K.share issuance proposal.OUR"FOR"FOR THE APPROVAL, ON AN ADVISORY BASIS, OFTHE SHARE ISSUANCE PROPOSAL. OUR NAMED EXECUTIVE OFFICER COMPENSATIONPRELIMINARY FORM OF PROXY ANNUAL MEETING OF STOCKHOLDERS OF CVR Energy, Inc. June 13, 2018 GO GREEN e-Consent makes 39easyand on the representations by management and Grant Thornton.go paperless. With e-Consent, you can quickly access your proxy material,Section 404 of the Sarbanes-Oxley Act with management and Grant Thornton and received the opinion of both that the Company prepared its consolidated financial statements in accordance with GAAP;other eligible documents online, while reducing costs, clutterthe matters required to be discussed by Auditing Standard No. 16 (codified as Auditing Standard No. 1301) “Communication with Audit Committees”, as amended, supplemented or superseded, as adopted by the PCAOB;paper waste. Enroll today via www.astfinancial.com to enjoy online access. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS: Our Proxy Statement, Supplement to Proxy Statement, Amended Noticeletter from Grant Thornton required by applicable requirements of Annual MeetingPCAOB Rule 3526 regarding the independent auditor’s communications with the Audit Committee concerning independence and the CVR Energy 2017advice of Grant Thornton that neither it nor any of its members has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries; andwhich includes our 2017 Annual Reportfor filing with the SEC. The Audit Committee also approved the engagement of Grant Thornton as the Company’s independent auditors for 2019. This report is respectfully submitted by the Audit Committee.Audit Committee Stephen Mongillo, Chairman Jaffrey A. Firestone James M. Strock April 24, 2020 2019 2018 Audit Fees (1) $ 1,989,237 $ 1,997,518 Audit-Related Fees (2) 49,789 34,789 Tax Fees — — Total Fees Billed $ 2,039,026 $ 2,032,307 10-K10-Q, attestation of management’s assessment of internal control as required by Section 404 of the Sarbanes-Oxley Act, and consents and consultations on financial statements, are available at http://annualreport.cvrenergy.com. Please sign, dateaccounting and mail your proxy cardreporting standards arising during the course of audits, reviews, and filings. In addition, these amounts include fees for the annual audit and quarterly reviews of the Company’s affiliates, CVR Refining and CVR Partners, as applicable.envelopepre-approval policy and procedures adopted by the Audit Committee. Our Audit Committee charter, among other things, requires the Audit Committee to approve in advance all audit and permitted non-audit services provided as soon as possible. Please detach along perforated lineby our independent registered public accounting firm and mailalso requires the Audit Committee to establish periodically and to approve in advance the envelope provided. 20730303030000000000 7061318 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE SEVEN NOMINEES LISTED BELOW AND "FOR" PROPOSALS 2,fee levels for all services performed by the independent auditor. The Audit Committee has also authorized any Audit Committee member to pre-approve audit, audit-related, tax, and other non-audit services up to $100,000, provided that the committee member shall timely report to the full committee each specific service pre-approved by them with copies of allsupporting documentation. 4 AND 5. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. To elect seven directors for termsone year each, to serve until their successors have been duly electedthe Appointment of Auditorsqualified. NOMINEES: 2. To ratifyrecommended the selectionappointment of Grant Thornton LLP as the Company'sindependent registered public accounting firm to examine the Company’s financial statements for 2020. The persons named in the accompanying proxy will vote in accordance with the choice specified thereon, or, if no choice is properly indicated, in favor of the ratification of Grant Thornton LLP as the independent registered public accounting firm for 2018.the Company. A representative of Grant Thornton LLP is expected to be in attendance at the Annual Meeting.AGAINST ABSTAIN FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) O Bob G. Alexander O SungHwan Cho O Jonathan Frates O David L. Lamp O Stephen Mongillo O Louis J. Pastor O James M. Strock 3. To approve,2020.a non-binding, advisory vote,the Compensation Committee as of December 31, 2019. The CVI LTIP was initially approved by our named executive officer compensation ("Say-on-Pay"). 4. To approve an amendment tostockholders in October 2007 and re-approved by our Amendedstockholders in June 2014 and Restated CertificateJune 2017.Equity Compensation Plan Information Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) (1) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in (a)) (c) Equity compensation plans approved by security holders: CVR Energy, Inc. Long Term Incentive Plan — $ — 6,787,341 (2) Equity compensation plans not approved by security holders: None — — — Total — $ — 6,787,341 Incorporation to allow stockholders to act by less than unanimous written consent. 5. To approve,common stock that remain available for future issuance pursuant to Section 312.03the CVI LTIP in connection with awards of the New York Stock Exchange Listed Company Manual, the issuance of certainstock options, non-vested restricted shares, restricted stock units, stock appreciation rights, dividend equivalent rights, share awards, and performance awards.Beneficial Owner Name Carl C. Icahn (2) 71,198,718 70.8 % Patricia A. Agnello — — SungHwan Cho — — Jaffrey A. Firestone (3) — — Jonathan Frates — — Hunter C. Gary — — David L. Lamp — — Stephen Mongillo — — James M. Strock — — Melissa M. Buhrig — — Tracy D. Jackson — — Mark A. Pytosh — — David L. Landreth 6,968 * All directors and named executive officers, as a group (12 persons) (4) 6,968 * Exchange Offer. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN INSTRUCTIONS: To withhold authorityemployment of its employees who provide CVR Partners services under the agreement on a full-time basis; (ii) a prorated share of costs incurred by CVR Energy or its affiliates in connection with the employment of its employees who provide CVR Partners services under the agreement on a part-time basis, but excluding certain share-based compensation, and such prorated share shall be determined by CVR Energy on a commercially reasonable basis, based on the percentage of total working time that such shared personnel are engaged in performing services for CVR Partners; (iii) a prorated share of certain administrative costs, including office costs, services by outside vendors, other sales, general and administrative costs, and depreciation and amortization; and (iv) various other administrative costs in accordance with the terms of the agreement, including travel, insurance, legal and audit services, government and public relations, and bank charges. For the year ended December 31, 2019, the total amount paid to voteCVR Energy pursuant to the Services Agreement was approximately $19.1 million.individual nominee(s),assets or group of assets that do not constitute assets used in a fertilizer restricted business. In determining whether to exercise any preferential right under the omnibus agreement, CVR Energy will be permitted to act in its sole discretion, without any fiduciary obligation to CVR Partners or its unitholders whatsoever. These obligations will continue so long as CVR Energy owns at least 50% of CVR Partners’ general partner. There was no activity reported under this agreement during the year ended December 31, 2019.“FOR ALL EXCEPT” and fillthe CVR Partners and Coffeyville Resources logos in connection with CVR Partners’ business. CVR Partners agreed to use the marks only in the circle nextform and manner, and with appropriate legends, as prescribed from time to each nominee you wishtime by CVR Energy, and CVR Energy agreed that the nature and quality of the business that uses the marks will conform to withhold,standards currently applied by CVR Partners. Either party can terminate the license with 60 days’ prior notice.shown here: To change the address on your account, please checkReplaced Coffeyville Agreements. In addition to affirming the box at rightterms and indicate your new addressservices described in the address space above. Please noteReplaced Coffeyville Agreements and resetting the durations thereof, as applicable, commencing February 19, 2020, the Coffeyville MSA provides for monthly payments, subject to netting, for all goods and services supplied under the Coffeyville MSA.changesCSLLC holds. Under the Registration Rights Agreement, CSLLC has the right to request that CVR Partners register the registered name(s)sale of common units held by CSLLC on six occasions, including requiring CVR Partners to make available shelf registration statements permitting sales of common units into the accountmarket from time to time over an extended period. In addition, CSLLC and its permitted transferees have the ability to exercise certain piggyback registration rights with respect to their securities if CVR Partners elects to register any of its equity interests. The Registration Rights Agreement also includes provisions dealing with holdback agreements, indemnification and contribution, and allocation of expenses. All CVR Partners common units held by CSLLC and any permitted transferee will be entitled to these registration rights, except that the demand registration rights may only be transferred in whole and not in part.submitted via this method. Signaturea participant and the amount involved exceeds $120,000, and in which any related party had, has, or will have a direct or indirect material interest. The Audit Committee must review, approve, and ratify a related party transaction if such transaction is consistent with the Related Party Transaction Policy and is on terms, taken as a whole, which the Audit Committee believes are no less favorable to us than could be obtained in an arm’s-length transaction with an unrelated third-party, unless the Audit Committee otherwise determines the transaction is not in our best interests. Any related party transaction or modification of StockholderDate: Signaturesuch transaction that our Board has approved or ratified by the affirmative vote of StockholderDate: Note: Please sign exactly as your namea majority of directors who do not have a direct or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trusteeindirect material interest in such transaction does not need to be approved or guardian, please give full title as such. Ifratified by our Audit Committee. In addition, related party transactions involving compensation will be approved by our Compensation Committee in lieu of our Audit Committee.signer ischarter for the Audit Committee provides that the Audit Committee will review, approve, and ratify transactions in which a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
- 0 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CVR ENERGY, INC. CVR ENERGY, INC. The undersigned hereby appoints David L. Lamp and John R. Walter and eachpotential conflict of interest exists or arises between the Company or any of his attorneysits subsidiaries (including the general partner of CVR Partners acting on its own behalf and agents,not on behalf of CVR Partners), on the one hand, and CVR Partners or any of its subsidiaries, on the other hand.
PRELIMINARY FORM OF PROXY ANNUAL MEETING OF STOCKHOLDERS OF CVR Energy, Inc. June 13, 2018 PROXY VOTING INSTRUCTIONS TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. COMPANY NUMBER ACCOUNT NUMBER MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON - You may vote your shares in person by attending the Annual Meeting. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statementsprocedures described above and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone. 20730303030000000000 7061318 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE SEVEN NOMINEES LISTED BELOW AND "FOR" PROPOSALS 2, 3, 4 AND 5. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. To elect seven directors for terms of one year each, to serve until their successors have been duly elected and qualified. NOMINEES: 2. To ratify the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for 2018. FOR AGAINST ABSTAIN FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) O Bob G. Alexander O SungHwan Cho O Jonathan Frates O David L. Lamp O Stephen Mongillo O Louis J. Pastor O James M. Strock 3. To approve, byapplicable requirements. In addition, a non-binding, advisory vote, our named executive officer compensation ("Say-on-Pay"). 4. To approve an amendment to our Amended and Restated Certificate of Incorporation to allow stockholders to act by less than unanimous written consent. 5. To approve, pursuant to Section 312.03 of the New York Stock Exchange Listed Company Manual, the issuance of certain shares of our common stock in connection with the Exchange Offer. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN INSTRUCTIONS: To withholdproxy may confer discretionary authority to vote foron any individual nominee(s), mark “FOR ALL EXCEPT” and fill inmatter at a meeting if we do not receive notice of the circle next to each nominee you wish to withhold, as shown here: To changematter within the address on your account, please check the box at right and indicate your new address in the address spacetime frames described above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Signature of StockholderDate: Signature of StockholderDate: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.