UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 May 11, 2023, LSB Industries, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). At the 2023 Annual Meeting, the stockholders: (i) elected the three director nominees listed in the Company’s proxy statement to serve on the Board of Directors for terms expiring in 2026; (ii) ratified the renewal of the section 382 Rights Agreement; (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023; (iv) approved, on a non-binding, advisory basis, a resolution approving the 2023 compensation of the Company’s named executive officers, which is commonly referred to as a “say-on-pay” vote; and (v) approved, on an advisory basis, a resolution approving that future “say-on-pay” votes be held every year.
The final voting results for each of these matters are set forth below.
1. Election of three nominees to the Company’s Board of Directors whose terms expire in 2026
Name |
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Number of Votes For |
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Number of Votes Withheld |
Steven L. Packebush |
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48,762,486 |
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19,094 |
Diana M. Peninger |
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56,945,140 |
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8,516 |
Lynn F. White |
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56,941,111 |
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9,006 |
In addition, there were 9,205,971 broker non-votes associated with respect to each nominee. There were no votes against any of the three director nominees. All director nominees were duly elected at the 2023 Annual Meeting. Each of the individuals named in the above table will serve as director until the 2023 Annual Meeting of Stockholders or until his/her successor is duly elected and qualified.
2. Ratify the renewal of section 382 Rights Agreement
For |
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Against |
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Abstain |
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Broker Non-Votes |
52,222,488 |
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5,526,699 |
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54,993 |
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9,205,971 |
3. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2023
For |
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Against |
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Abstain |
65,956,099 |
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1,049,055 |
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4,997 |
There were no broker non-votes on this matter. |
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4. Approval, on an advisory basis, of the compensation of the Company’s named executive officers
For |
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Against |
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Abstain |
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Broker Non-Votes |
55,880,292 |
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1,855,485 |
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38,403 |
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9,205,971 |
5. Frequency of future advisory votes on named executive officer compensation
1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Votes |
55,476,370 |
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60,845 |
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2,219,316 |
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47,649 |
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9,205,971 |
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Item 9.01 |
Exhibits. |
(d) Exhibits.
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Exhibit |
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 11, 2023
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LSB INDUSTRIES, INC. |
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By: |
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/s/ Michael J. Foster |
Name: |
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Michael J. Foster |
Title: |
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Executive Vice President and General Counsel |
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