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 14, 2020

 

 

LSB INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Delaware

 

1-7677

 

73-1015226

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma

 

73116

(Address of principal executive offices)

 

(Zip Code)

Registrant’s 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):

 

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 Symbol(s)

 

Name of each exchange on which registered

Common Stock, Par Value $.10

 

LXU

 

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.

On May 14, 2020, LSB Industries, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). At the 2020 Annual Meeting, the stockholders: (i) elected the three director nominees listed in the Company’s proxy statement to serve on the Board of Directors for terms expiring in 2023; (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2020; and (iii) approved, on an advisory basis, a resolution approving the 2020 compensation of the Company’s named executive officers, which is commonly referred to as a “say-on-pay” vote.

The final voting results for each of these matters are set forth below.

1. Election of three nominees to the Company’s Board of Directors whose terms expire in 2023

 

 

 

 

 

 

 

 

 

 

Name

  

Number of Votes For

 

  

Number of Votes Withheld

 

Steven L. Packebush

  

20,571,039

 

 

  

1,649,178

 

 

Diana M. Peninger

  

20,534,890

 

 

  

1,685,327

 

 

Lynn F. White

  

20,377,780

 

 

  

1,842,437

 

 

 

  

 

 

 

  

 

 

 

In addition, there were 5,552,316 broker non-votes associated with respect to each nominee. There were no votes against any of the three director nominees.  All director nominees were duly elected at the 2020 Annual Meeting. Each of the individuals named in the above table will serve as director until the 2023 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 2020

 

 

 

 

 

 

For

  

Against

  

Abstain

26,960,436

  

748,407

  

33,690

There were no broker non-votes on this matter.

3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers

 

 

 

 

 

 

 

 

For

  

Against

  

Abstain

  

Broker Non-Votes

20,598,305

  

1,584,979

  

36,933

  

5,522,316

 

- 2 -

 

 


2

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 18, 2020

 

 

 

 

 

 

 

LSB INDUSTRIES, INC.

 

 

By:

 

/s/ Michael J. Foster

Name:

 

Michael J. Foster

Title:

 

Executive Vice President and General Counsel

 

 

3

 

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