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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 25, 2018
____________________________________
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):
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))
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 2018 annual meeting of stockholders on May 25, 2018. 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, 2018; and

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

As of the record date of March 27, 2018, there were 30,972,880 shares of common stock outstanding and entitled to vote at the meeting. The holders of 26,891,237 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 2018 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
William C. Johnson
24,660,921
705,280
1,525,036
W. Douglas Brown
24,888,197
478,004
1,525,036
Carey Chen
25,312,754
53,447
1,525,036
Steven W. Krablin
22,853,549
2,512,652
1,525,036
Michael L. Molinini
25,155,796
210,405
1,525,036
Elizabeth G. Spomer
25,131,575
234,626
1,525,036
Thomas L. Williams
24,883,278
482,923
1,525,036

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
26,332,293
550,997
7,947
 

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
23,407,777
1,925,727
32,697
1,525,036
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 25, 2018.

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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 29, 2018



 
By: /s/ Jillian C. Evanko
Jillian C. Evanko
Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer
 
 


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