8-K

CHART INDUSTRIES INC (GTLS)

8-K 2024-05-21 For: 2024-05-21
View Original
Added on April 12, 2026

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 21, 2024

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

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

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>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 2024 annual meeting of stockholders (the “Annual Meeting”) on May 21, 2024. At the Annual Meeting, the following matters were submitted to a vote:

the election of ten 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, 2024;
--- ---
the approval, on an advisory basis, of the Company’s executive compensation; and
--- ---
the approval and adoption of the Chart Industries, Inc. 2024 Omnibus Equity Plan (the “2024 Omnibus Plan”).
--- ---

As of the March 28, 2024 record date, there were 42,039,009 shares of common stock outstanding and entitled to vote at the Annual Meeting. The holders of 38,571,127 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 ten directors were elected, the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was ratified, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved on an advisory basis, and stockholders approved and adopted the 2024 Omnibus Plan.

The vote with respect to the election of directors was as follows:

Election of Directors For Withheld Broker Non-Votes
Jillian C. Evanko 36,418,323 79,865 2,072,939
Andrew C. Cichocki 36,402,592 95,596 2,072,939
Paula M. Harris 36,413,994 84,194 2,072,939
Linda A. Harty 36,210,637 265,233 2,072,939
Paul E. Mahoney 36,411,497 86,691 2,072,939
Singleton B. McAllister 36,358,673 139,515 2,072,939
Michael L. Molinini 36,312,448 185,740 2,072,939
David M. Sagehorn 36,405,370 92,818 2,072,939
Spencer S. Stiles 36,393,848 104,340 2,072,939
Roger A. Strauch 36,386,016 112,172 2,072,939

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 38,546,249 9,942 14,936 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 32,339,164 4,117,190 41,834 2,072,939

The vote with respect to the approval and adoption of the 2024 Omnibus Plan was as follows:

For Against Abstain Broker Non-Votes
Approval and Adoption of the 2024 Omnibus Plan 24,767,137 11,627,598 103,453 2,072,939

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 21, 2024
By: /s/ Jillian C. Evanko
Jillian C. Evanko
President and Chief Executive Officer