- Current report filing (8-K)
28 7월 2012 - 5:47AM
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): July 27, 2012 (July 23, 2012)
CVR ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33492
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61-1512186
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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 Number)
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2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479
(Address of principal executive offices,
including zip code)
Registrants telephone number, including area code: (281) 207-3200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On July 23, 2012, Frank A. Pici, the Chief Financial Officer
and Treasurer of CVR Energy, Inc. (the Company) and CVR GP, LLC (CVR GP), the general partner of CVR Partners, LP (NYSE: UAN) (the Partnership) delivered notice of his intent to resign his position with the
Company and CVR GP for personal reasons. His resignation will be effective August 7, 2012 (the Effective Date).
The Company is the sole member of CVR GP, LLC (CVR GP). In addition, the Company owns approximately 70% of the common units representing limited partner interests of the Partnership. The
Partnership obtains certain management and other services from the Company pursuant to an Amended and Restated Services Agreement between the Partnership, CVR GP and the Company dated April 13, 2011 (the Services Agreement). In
accordance with the Services Agreement, the Company provides the Partnership with, among other things, services in capacities equivalent to the capacities of executive officers, including, without limitation, a chief financial officer.
In connection with Mr. Picis resignation, on July 27, 2012, the Company announced Susan M. Ball has agreed to serve as
the new Chief Financial Officer and Treasurer of the Company and its subsidiaries, including CVR GP, as of the Effective Date. Ms. Ball currently serves as Vice President, Chief Accounting Officer and Assistant Treasurer for the Company and its
subsidiaries. The Company and Ms. Ball, age 49, entered into a Third Amended and Restated Employment Agreement dated July 27, 2012 (the Employment Agreement) with a term commencing August 7, 2012 and ending on
August 7, 2015 unless terminated earlier as provided in the agreement.
The Employment Agreement
provides Ms. Ball with a base annual salary of $350,000 plus eligibility for a performance-based annual cash bonus with a target payment equal to 100% of her annual base salary to be based upon individual and/or Company performance criteria as
established by the compensation committee of the board of directors of the Company. If Ms. Balls employment is terminated by the Company without cause and other than for disability or Ms. Ball resigns for good reason (in each case,
as such terms are defined in the Employment Agreement), then Ms. Ball is entitled to receive (i) any accrued compensation as of the date of termination or resignation, (ii) salary continuation for 12 months, (iii) a pro-rata
bonus for the year in which termination or resignation occurs, and (iv) continuation of medical, dental, vision and life insurance benefits at active employee rates for 12 months or until such time as Ms. Ball becomes eligible for such
benefits from a subsequent employer. In addition, if the foregoing termination or resignation occurs within one year following a change in control (as defined in the Employment Agreement) or in specified circumstances prior to and in connection with
a change in control, then in addition to the amounts described above, Ms. Ball is entitled to receive an additional 12 months of salary and benefits continuation (24 months total), plus monthly payments equal to one-twelfth (1/12
th
) of her target bonus for the year of termination or resignation
during the 24-month severance period. Receipt of the foregoing severance is conditioned on Ms. Balls execution, delivery and non-revocation of a general release of claims, and her compliance with certain restrictive covenants described in
the Employment Agreement.
In connection with her appointment as Chief Financial Officer and Treasurer of the Company,
as of the Effective Date, Ms. Ball will receive an award of restricted stock units with a fair market value on the grant date equal to $166,042, subject to the terms of the award agreement. The restricted stock units will vest in one-third
annual increments beginning on the first anniversary of the grant date.
Ms. Ball has been with the Company for more than
six years, commencing in May 2006 as Vice President, Chief Accounting Officer and Assistant Treasurer for Coffeyville Resources, LLC (now a subsidiary of the Company). Since October 2007, in connection with the Companys initial public
offering, she has served as Vice President, Chief Accounting Officer and Assistant Treasurer for the Company and its subsidiaries, including CVR GP. As Vice President, Chief Accounting Officer and Assistant Treasurer for the Company and its
subsidiaries, Ms. Ball has been principally responsible for public and financial reporting, accounting, tax and related departments. Ms. Ball has more than 25 years of experience in the accounting industry, with more than 12 years serving
clients in the public accounting industry. Prior to joining the Company, she served as a Tax Managing Director with KPMG LLP, where she was responsible for all aspects of federal and state income tax compliance and tax consulting, which included a
significant amount of mergers and acquisition work on behalf of her clients. Ms. Ball received a Bachelor of Science in Business Administration from Missouri Western State College and is a Certified Public Accountant.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press release.
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.
Date: July 27, 2012
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CVR Energy, Inc.
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By:
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/s/ Edmund S. Gross
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Edmund S. Gross,
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Senior Vice President, General Counsel and Secretary
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CVR Energy (NYSE:CVI)
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CVR Energy (NYSE:CVI)
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