Current Report Filing (8-k)
June 13 2017 - 12:25PM
Edgar (US Regulatory)
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 1, 2017
LSB INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-7677
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73-1015226
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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16 South Pennsylvania Avenue,
Oklahoma City, Oklahoma 73107
Registrants telephone number, including area code:
(405) 235-4546
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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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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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 1, 2017, LSB Industries, Inc. (the Company) held its 2017 Annual Meeting of Stockholders (the 2017 Annual
Meeting). At the 2017 Annual Meeting, the stockholders: (i) elected the one director nominee listed in the Companys proxy statement to serve on the Board of Directors for terms expiring in 2019 and three director nominee
listed in the Companys proxy statement to serve on the Board of Directors for terms expiring in 2020; (ii) ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting
firm for 2017; (iii) approved, on an advisory basis, a resolution approving the 2016 compensation of the Companys named executive officers, which is commonly referred to as a
say-on-pay
vote; and (iv) 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 four nominees to the Companys Board of Directors whose term expires in 2019 or 2020
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Name
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Number of Votes For
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Number of Votes Withheld
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Joseph E. Reece (2019)
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20,884,689
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135,569
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Daniel D. Greenwell (2020)
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20,549,664
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470,594
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William F. Murdy (2020)
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16,202,008
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4,818,250
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Marran H. Ogilvie (2020)
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18,609,232
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2,411,026
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In addition, there were 5,926,476 broker
non-votes
associated with respect to each
nominee. All director nominees were duly elected at the 2017 Annual Meeting. Each of the individuals named in the above table will serve as director until the 2019 or 2020 annual meeting of stockholders or until his/her successor is duly elected and
qualified.
2. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2017
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For
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Against
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Abstain
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26,517,058
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75,766
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353,910
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There were no broker
non-votes
on this matter.
3. Approval, on an advisory basis, of the compensation of the Companys named executive officers
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For
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Against
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Abstain
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Broker Non-Votes
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15,776,386
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5,077,439
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166,433
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5,926,476
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4. Frequency of advisory vote on executive compensation
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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
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20,599,838
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56,362
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344,388
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19,670
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5,926,476
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In light of the results on proposal number 4, the Companys Board of Directors has decided that it will continue to
include a
say-on-pay
vote every year until the next required advisory vote on the frequency of such votes which, in accordance with applicable law, will
occur no later than the Companys Annual Meeting in 2023.
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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.
Dated: June 13, 2017
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LSB INDUSTRIES, INC.
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By:
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/s/ Michael J. Foster
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Name:
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Michael J. Foster
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Title:
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Senior Vice President and General Counsel
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- 3 -
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