Chart Industries (GTLS) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 12, 2020

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11442	34-1712937
(State of other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3055 Torrington Drive Ball Ground, Georgia	30107
(Address of principal executive offices)	(ZIP Code)

Registrant’s telephone number, including area code: (770) 721-8800

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	GTLS	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Chart Industries, Inc. (the “Company”) held its 2020 annual meeting (the “Annual Meeting”) of stockholders on May 12, 2020. At the Annual Meeting, the following matters were submitted to a vote:

• the election of six directors for a term of one year;

• the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020; and

• the approval, on an advisory basis, of the Company’s executive compensation.

As of the record date of March 17, 2020, there were 35,950,085 shares of common stock outstanding and entitled to vote at the meeting. The holders of 33,478,251 shares were represented at the Annual Meeting, constituting a quorum.

At the Annual Meeting, all of the proposals were approved as recommended to stockholders in the proxy statement for the meeting. All the directors were elected, the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020 was ratified, and the compensation of the Company’s named executive officers, as disclosed in the proxy statement, was approved on an advisory basis.

The vote with respect to the election of directors was as follows:

Election of Directors	For		Withheld		Broker Non-Votes
Carey Chen		31,532,174		549,830		1,396,247
Jillian C. Evanko		29,219,554		2,862,450		1,396,247
Steven W. Krablin		29,605,621		2,476,383		1,396,247
Singleton B. McAllister		31,454,664		627,340		1,396,247
Michael L. Molinini		31,350,574		731,430		1,396,247
David M. Sagehorn		31,462,567		619,437		1,396,247

The vote with respect to the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm was as follows:

	For		Against		Abstain		Broker Non-Votes
Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm		33,289,577		174,431		14,243		—

The advisory vote with respect to the approval of the compensation of the Company’s named executive officers was as follows:

	For		Against		Abstain		Broker Non-Votes
Approval, on an Advisory Basis, of the Company’s Executive Compensation		29,756,154		2,309,973		15,877		1,396,247

For information on how the votes for the above matters were tabulated, see the Company’s definitive proxy statement used in connection with the Annual Meeting.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Chart Industries, Inc.
Date: May 12, 2020
	By:	/s/ Jillian C. Evanko
		Jillian C. Evanko
		President and Chief Executive Officer