8-K
Calumet, Inc. /DE (CLMT)
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): June 10, 2025
CALUMET, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42172 | 36-5098520 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
1060 N. Capital Avenue
Suite 6-401
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (317) 328-5660
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | CLMT | The Nasdaq Stock Market LLC |
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 June 10, 2025, Calumet, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the Company’s stockholders voted on four proposals as described below.
Proposal No. 1 - Election of Class I Directors
The Company’s stockholders elected the four Class I director nominees listed below as directors of the Company, each to serve until the Company’s 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The voting results were as follows:
| Nominees | For | Withhold | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| John (“Jack”) G. Boss | 41,616,233 | 391,687 | 25,991,156 | |||
| Stephen P. Mawer | 41,505,100 | 502,820 | 25,991,156 | |||
| Karen Narwold | 41,611,291 | 396,629 | 25,991,156 | |||
| Julio Quintana | 41,615,602 | 392,318 | 25,991,156 |
Proposal No. 2 - Advisory Vote to Approve Executive Compensation
The Company’s stockholders approved, on a non-binding, advisory basis, the Company’s executive compensation. The voting results were as follows:
| For: | 40,897,636 |
|---|---|
| Against: | 851,240 |
| Abstain: | 259,044 |
| Broker Non-Votes: | 25,991,156 |
Proposal No. 3 - Advisory Vote on the Frequency of the Executive Compensation Vote
The Company’s stockholders voted on a non-binding, advisory basis on the frequency of future votes on executive compensation. The voting results were as follows:
| 1 Year: | 41,196,941 |
|---|---|
| 2 Years: | 119,286 |
| 3 Years: | 510,710 |
| Abstain: | 180,983 |
| Broker Non-Votes: | 25,991,156 |
In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its stockholders.
Proposal No. 4 - Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:
| For: | 67,570,344 |
|---|---|
| Against: | 193,850 |
| Abstain: | 234,882 |
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.
| CALUMET, INC. | ||
|---|---|---|
| Date: June 16, 2025 | By: | /s/ David Lunin |
| Name: | David Lunin | |
| Title: | Executive Vice President and Chief Financial Officer |