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CVI > SEC Filings for CVI > Form 8-K on 18-Jun-2013All Recent SEC Filings

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Form 8-K for CVR ENERGY INC


18-Jun-2013

Submission of Matters to a Vote of Security Holders


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

On June 13, 2013, CVR Energy, Inc. (the "Company") held its annual meeting of the stockholders of the Company. The stockholders of the Company voted on three proposals, consisting of (1) election of nine directors to the board of directors of the Company (the "Board"), (2) ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2013, and (3) approval by a non-binding advisory vote of the Company's named executive officer compensation (referred to as "Say-on-Pay"). For more information regarding the foregoing proposals, please see the Company's Proxy Statement dated April 30, 2013, which was filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.

At the annual meeting of the stockholders of the Company, (1) all of the Board's nominees for director were elected, (2) the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2013 was ratified, and (3) the stockholders approved, by a non-binding advisory vote, the Company's named executive officer compensation (or "Say-on-Pay"). 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:

Votes Against Broker Non- Director Votes For or Withheld Votes Abstain Votes Bob G. Alexander 83,016,829 147,042 0 1,812,159 SungHwan Cho 73,650,659 9,513,212 0 1,812,159 Carl C. Icahn 78,068,600 5,095,271 0 1,812,159 Vincent J. Intrieri 78,498,887 4,664,984 0 1,812,159 John J. Lipinski 79,723,581 3,440,290 0 1,812,159 Samuel Merksamer 78,493,283 4,670,588 0 1,812,159 Stephen Mongillo 82,970,901 192,970 0 1,812,159 Daniel A. Ninivaggi 72,617,050 10,546,821 0 1,812,159 James M. Strock 82,974,295 189,576 0 1,812,159


Proposal 2 - Ratify the Audit Committee's Selection of KPMG

The appointment by the Company's Audit Committee of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2013 was ratified by the following vote:

Votes Against or
Votes For Withheld Votes Abstain Broker Non-Votes 84,922,930 43,816 9,284 0

Proposal 3 - Non-Binding, Advisory Vote on Named Executive Officer Compensation
(Say-on-Pay)

The stockholders approved, by a non-binding advisory vote, the Company's named executive officer compensation (or "Say-on-Pay") by the following vote:

Votes Against or
Votes For Withheld Votes Abstain Broker Non-Votes 82,770,329 357,841 35,701 1,812,159


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