CVR Energy Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CVI
Integrated oil Companies
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 4, 2026
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (281 ) 207-3200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 4, 2026 , CVR Energy, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders of the Company as of the close of business on April 6, 2026, the record date for the Annual Meeting, voted on three proposals, consisting of (1) the election of ten directors to the Board, each to serve until the 2027 Annual Meeting of Stockholders of the Company or until such director’s successor has been elected and qualified; (2) the approval, by a non-binding advisory vote, of the Company’s named executive officer compensation; and (3) the ratification of the appointment of Grant Thornton LLP (“Grant Thornton”) as the independent registered public accounting firm for the Company for the 2026 fiscal year. For more information regarding the foregoing proposals, refer to the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the United States Securities and Exchange Commission on April 21, 2026.
At the Annual Meeting, (1) the ten directors nominated by the Board were elected; (2) the stockholders voted, on a non-binding advisory basis, in favor of the Company’s named executive officer compensation; and (3) the stockholders ratified Grant Thornton as the independent registered public accounting firm for the Company for the 2026 fiscal year. The voting results for each of the proposals are summarized below.
Proposal 1 - Election of Directors
The nominees listed below were elected to the Board, with the respective votes set forth opposite of each nominee’s name:
| Director | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Robert E. Flint | 84,609,679 | 6,903,120 | 3,794,929 | ||||||||
| Dustin DeMaria | 78,764,540 | 12,748,259 | 3,794,929 | ||||||||
| Jaffrey (Jay) A. Firestone | 91,063,306 | 449,493 | 3,794,929 | ||||||||
| Brett Icahn | 84,736,915 | 6,775,884 | 3,794,929 | ||||||||
| Colin Kwak | 78,783,421 | 12,729,378 | 3,794,929 | ||||||||
| David L. Lamp | 84,754,698 | 6,758,101 | 3,794,929 | ||||||||
| Stephen Mongillo | 80,776,792 | 10,736,007 | 3,794,929 | ||||||||
| Mark A. Pytosh | 85,199,260 | 6,313,539 | 3,794,929 | ||||||||
| Mark J. Smith | 91,097,161 | 415,638 | 3,794,929 | ||||||||
| Julia Heidenreich Voliva | 85,946,668 | 5,566,131 | 3,794,929 | ||||||||
Proposal 2 - Advisory Vote on Named Executive Officer Compensation
The stockholders approved, on a non-binding advisory basis, the Company’s named executive officer compensation by the following vote:
| Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
| 83,749,654 | 7,644,864 | 118,281 | 3,794,929 | ||||||||
Proposal 3 - Auditor Ratification
The stockholders ratified the appointment of Grant Thornton as the independent registered public accounting firm for the Company for the 2026 fiscal year by the following vote:
| Votes For | Votes Against | Votes Abstain | ||||||
| 95,081,957 | 109,133 | 116,638 | ||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 5, 2026
| CVR Energy, Inc. | |||||
| By: | /s/ Dane J. Neumann | ||||
| Dane J. Neumann | |||||
| Executive Vice President, Chief Financial Officer, and Treasurer | |||||