8-K - GTLS - Equibles

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 20, 2025

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11442	34-1712937
(State of other jurisdiction of<br> <br>incorporation or organization)	(Commission<br> <br>File Number)	(I.R.S. Employer<br>Identification No.)
2200 Airport Industrial Drive<br> <br>Ball Ground, Georgia	30107
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(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):

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered
Common Stock, par value $0.01	GTLS	New York Stock Exchange
Depositary shares, each representing 1/20^th^ interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock, par value $0.01	GTLS.PRB	New York Stock Exchange

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 2025 annual meeting of stockholders (the “Annual Meeting”) on May 20, 2025. At the Annual Meeting, the following matters were submitted to a vote:

•	the election of eight directors for a term of one year;
•	the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and
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•	the approval, on an advisory basis, of the Company’s executive compensation.
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As of the March 24, 2025 record date, there were 44,936,219 shares of common stock outstanding and entitled to vote at the Annual Meeting. The holders of 42,386,672 shares were represented at the Annual Meeting, constituting a quorum.

At the Annual Meeting, all of the proposals were approved as recommended to stockholders in the definitive proxy statement (the “Proxy Statement”) for the Annual Meeting. All eight directors were elected, the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025 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
Jillian C. Evanko	39,958,304	90,230	2,338,138
Andrew C. Cichocki	37,554,691	2,493,843	2,338,138
Paula M. Harris	38,759,195	1,289,339	2,338,138
Linda A. Harty	38,702,165	1,346,369	2,338,138
Paul E. Mahoney	38,744,483	1,304,051	2,338,138
David M. Sagehorn	38,777,779	1,270,755	2,338,138
Spencer S. Stiles	37,199,026	2,849,508	2,338,138
Roger A. Strauch	38,710,977	1,337,557	2,338,138

The vote with respect to the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm was as follows:

	For		Against		Abstain		Broker Non-Votes
Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm		42,359,847		10,912		15,913		0

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		36,663,225		3,341,822		43,487		2,338,138

For information on how the votes for the above matters were tabulated, see the Proxy Statement.

SIGNATURE

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 20, 2025
	By:	/s/ Jillian C. Evanko
		Jillian C. Evanko
		President and Chief Executive Officer