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GTLS > SEC Filings for GTLS > Form 8-K on 25-May-2012All Recent SEC Filings

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Form 8-K for CHART INDUSTRIES INC


25-May-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote o


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 24, 2012, Chart Industries, Inc. (the "Company") held its annual meeting of stockholders. At the annual meeting, the Company's stockholders approved the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan (the "Amended and Restated Omnibus Equity Plan"). As described in the Company's definitive proxy statement for the annual meeting, the Company's directors, officers and employees (including its principal executive officer, principal financial officer and other "named executive officers") are eligible to be granted awards under the Amended and Restated Omnibus Equity Plan. It is anticipated that awards will be granted to the Company's officers and directors in the future as may be determined by the Compensation Committee of the Company's Board of Directors from time to time consistent with terms of the Amended and Restated Omnibus Equity Plan. A more detailed description of the Amended and Restated Omnibus Equity Plan can be found in the Company's definitive proxy statement for the annual meeting which was filed with the Securities and Exchange Commission (the "SEC") on April 10, 2012 under "Approval and Adoption of the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan" and is incorporated herein by reference. A copy of the Omnibus Equity Plan was also attached as Appendix A to the Company's definitive proxy statement and is included as Exhibit 10.1 and incorporated herein by reference.



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

At the Company's annual meeting of stockholders held on May 24, 2012 the following matters were submitted to a vote:

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

• the ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012;

• the approval, on an advisory basis, of the Company's executive compensation; and

• the approval and adoption of the Amended and Restated Omnibus Equity Plan.

As of the record date of March 27, 2012, there were 29,899,189 shares of common stock outstanding and entitled to vote at the meeting. The holders of 28,027,650 shares were represented in person or by proxy at the 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 Ernst & Young LLP as the Company's independent registered public accounting firm for 2012 was ratified, the compensation of the Company's named executive officers as disclosed in the proxy statement was approved on an advisory basis and stockholders approved and adopted the Amended and Restated Omnibus Equity Plan.

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

       Election of Directors       For           Withheld        Broker Non-Votes
       Samuel F. Thomas          24,933,090       1,082,613              2,011,947
       W. Douglas Brown          25,673,457         342,246              2,011,947
       Richard E. Goodrich       25,765,044         250,659              2,011,947
       Steven W. Krablin         25,765,319         250,384              2,011,947
       Michael W. Press          25,770,127         245,576              2,011,947
       James M. Tidwell          25,769,677         246,026              2,011,947
       Thomas L. Williams        25,675,853         339,850              2,011,947


The vote with respect to the ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm was as follows:

                                                                                               Broker
                                                  For            Against       Abstain       Non-Votes
Ratification of Ernst & Young LLP as the
Company's Independent Registered Public
Accounting Firm                                 27,289,539        727,480        10,631              -

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

                                                                                            Broker
                                                For            Against       Abstain       Non-Votes
Approval, on an Advisory Basis, of the
Company's Executive Compensation              23,826,195       2,126,544       62,964       2,011,947

The vote with respect to the approval and adoption of the Amended and Restated Omnibus Equity Plan was as follows:

                                                                                            Broker
                                               For            Against        Abstain       Non-Votes
Approval and Adoption of the Chart
Industries, Inc. Amended and Restated
2009 Omnibus Equity Plan                     17,961,195       7,662,063       392,445       2,011,947

Consistent with the advisory vote on the frequency of future votes on executive compensation held in 2011, the Company plans to hold an annual advisory vote on executive compensation.

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 of stockholders held on May 24, 2012.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.       Description

   10.1           Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity
                  Plan (incorporated by reference to Appendix A to the Company's
                  definitive proxy statement filed with the SEC on April 10, 2012
                  (File No. 001-11442)).


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