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 23, 2024, LSB Industries, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”). At the 2024 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 2027; (ii) approved the Amended and Restated Section 382 Rights Agreement in order to extend the term of the Company's existing rights plan; (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024; and (iv) approved, on a non-binding, advisory basis, a resolution approving the 2024 compensation of the Company’s named executive officers, which is commonly referred to as a “say-on-pay” vote.
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 will expire in 2027
Name |
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For |
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Against |
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Abstain |
Barry H. Golsen |
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37,462,027 |
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15,348,648 |
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12,191 |
Kanna Kitamura |
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46,264,191 |
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6,549,391 |
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9,284 |
Richard W. Roedel |
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43,202,235 |
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9,611,042 |
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9,589 |
In addition, there were 8,279,652 broker non-votes with respect to each nominee. All director nominees were duly elected at the 2024 Annual Meeting. Each of the individuals named in the above table will serve as director until the Company's 2027 annual meeting of stockholders or until his/her successor is duly elected and qualified.
2. Approval of the Amended and Restated Section 382 Rights Agreement
For |
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Against |
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Abstain |
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Broker Non-Votes |
45,386,957 |
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7,372,419 |
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63,490 |
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8,279,652 |
3. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2024
For |
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Against |
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Abstain |
60,301,004 |
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774,015 |
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27,499 |
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 |
49,660,335 |
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3,109,586 |
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52,945 |
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8,279,652 |
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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 29, 2024
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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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