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Section 1: 8-K (8-K)

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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 26, 2016
____________________________________
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.)

One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio
 
44125
(Address of principal executive offices)
 
(ZIP Code)

Registrant’s telephone number, including area code: (440) 753-1490

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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





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

Chart Industries, Inc. (the “Company”) held its 2016 annual meeting of stockholders on May 26, 2016. At the Company’s annual meeting of stockholders 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, 2016; and
the approval, on an advisory basis, of the Company’s executive compensation.

As of the record date of March 29, 2016, there were 30,587,738 shares of common stock outstanding and entitled to vote at the meeting. The holders of 28,090,231 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 2016 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
Samuel F. Thomas
23,603,046
869,646
3,617,539
W. Douglas Brown
24,156,861
315,831
3,617,539
Richard E. Goodrich
24,265,875
206,817
3,617,539
Terrence J. Keating
24,240,261
232,431
3,617,539
Steven W. Krablin
23,055,719
1,416,973
3,617,539
Elizabeth G. Spomer
24,238,655
234,037
3,617,539
Thomas L. Williams
24,150,124
322,568
3,617,539

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:
 
For
Against
Abstain
Broker
Non-Votes
Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm
27,970,215
101,018
18,998
-

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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
23,754,339
669,686
48,667
3,617,539

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 26, 2016.




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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.

 
Chart Industries, Inc.

Date: May 26, 2016



 
By:   /s/ Matthew J. Klaben                                           
      Matthew J. Klaben
      Vice President, General Counsel and Secretary
 
 



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