Current Report Filing (8-k)
March 30 2020 - 4:03PM
Edgar (US Regulatory)
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8-K
2020-03-24
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¨
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2020-03-23
2020-03-24
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2020-03-23
2020-03-24
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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): March 24, 2020
(Commission
File Number)
|
(Exact Name
of Registrant as Specified in Its Charter)
(Address of Principal Executive Offices) (Zip Code)
(Telephone Number)
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
(IRS Employer
Identification No.)
|
1-9516
|
ICAHN ENTERPRISES L.P.
16690 Collins Avenue, Penthouse Suite
Sunny Isles Beach, FL 33160
(305) 422-4000
|
Delaware
|
13-3398766
|
|
|
|
|
333-118021-01
|
ICAHN ENTERPRISES HOLDINGS L.P.
16690 Collins Avenue, Penthouse Suite
Sunny Isles Beach, FL 33160
(305) 422-4000
|
Delaware
|
13-3398767
|
(Former Name or Former
Address, if Changed Since Last Report)
N/A
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 communication 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))
|
¨
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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
Symbol(s)
|
|
Name
of Each Exchange on Which Registered
|
Depositary Units of Icahn Enterprises L.P. Representing Limited
Partner Interests
|
|
IEP
|
|
NASDAQ
Global Select Market
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the Securities Exchange Act of 1934. 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. ¨
Co-Registrant CIK
|
0001034563
|
Co-Registrant Amendment Flag
|
false
|
Co-Registrant Form Type
|
8-K
|
Co-Registrant DocumentPeriodEndDate
|
2020-03-24
|
Co-Registrant Written Communications
|
false
|
Co-Registrant Solicitating Materials
|
false
|
Co-Registrant PreCommencement Tender Offer
|
false
|
Emerging Growth Company
|
¨
|
Co-Registrant PreCommencement Issuer Tender Offer
|
false
|
Former Address
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 24, 2020, Icahn Enterprises L.P. and Icahn Enterprises
Holdings L.P. (together, the “Company”) determined the bonus awards for the year ended December 31, 2019 for the Company's
Chief Financial Officer, SungHwan Cho, and Chief Accounting Officer, Peter Reck, as identified in the Company's Annual Report on
Form 10-K, filed with the Securities and Exchange Commission on February 28, 2020 (the "Annual Report"). As of the filing
of the Annual Report, the amounts of the bonus awards for the year ended December 31, 2019 for Messrs. Cho and Reck had not been
determined and were not calculable. As indicated in the applicable footnotes to the summary compensation table included in Item
11 of the Annual Report, and elsewhere, the actual bonus amounts to be paid would first become calculable, and be paid, in March
2020. The Company’s Annual Report tentatively disclosed that the bonuses for Messrs. Cho and Reck were expected to be no
less than the respective bonus payments for the year ended December 31, 2018 (i.e. $1,700,000 and $225,000, respectively).
The amounts of the bonus awards for the year ended December
31, 2019 for Messrs. Cho and Reck have been determined and have not changed from these tentative amounts disclosed in the Annual
Report. As such, the amounts of the bonus awards and the total compensation for the year ended December 31, 2019 for Messrs. Cho
and Reck are as follows:
Summary Compensation Table
|
Name and Principal Position
|
|
Year
|
|
|
Bonus
($)
|
|
|
Total
($)
|
|
SungHwan Cho, Chief Financial Officer
|
|
2019
|
|
|
|
1,700,000
|
|
|
|
2,590,138
|
|
|
|
|
|
|
|
|
|
|
|
|
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Peter Reck, Chief Accounting Officer
|
|
2019
|
|
|
|
225,000
|
|
|
|
567,295
|
|
All other compensation for the Company's named executive officers
for the year ended December 31, 2019 was previously reported by the Company in the summary compensation table included in the Annual
Report.
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.
|
ICAHN ENTERPRISES L.P.
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(Registrant)
|
|
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By:
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Icahn Enterprises G.P. Inc.,
its general partner
|
|
|
|
|
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By:
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/s/ Peter Reck
|
|
|
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Peter Reck
|
|
|
|
Chief Accounting Officer
|
|
Date: March 30, 2020
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ICAHN ENTERPRISES HOLDINGS L.P.
|
|
|
(Registrant)
|
|
|
|
|
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By:
|
Icahn Enterprises G.P. Inc.,
its general partner
|
|
|
|
|
|
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By:
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/s/ Peter Reck
|
|
|
|
Peter Reck
|
|
|
|
Chief Accounting Officer
|
|
Date: March 30, 2020
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