CVR Energy Inc.
05/16/2024 | Press release | Distributed by Public on 05/16/2024 15:57
Management Change/Compensation - Form 8-K
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On and effective May 10, 2024, James M. Strock resigned from the Board of Directors (the "Board") of CVR Energy, Inc. (the "Company"). The resignation of Mr. Strock from the Board was for personal reasons and was not the result of any disagreements with the Company, its affiliates or the directors, officers or employees of any of them on any matter, whether relating to the Company's operations, policies or practices or otherwise.
On and effective May 16, 2024, the Board appointed Julia Heidenreich Voliva as a member of the Board and as a member and chairperson of the Board's Nominating and Corporate Governance Committee, and as a member of the Audit Committee and Special Committee - Strategic. In connection with Ms. Heidenreich Voliva's appointment, the Board affirmatively determined that she qualifies as independent under the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange. As of the date of her appointment, there were no transactions involving the Company and Ms. Heidenreich Voliva that are required to be disclosed pursuant to Item 404(a) of Regulation S-K, and no arrangement or understanding exists between Ms. Heidenreich Voliva and any other person pursuant to which she was selected as a director. Ms. Heidenreich Voliva will be entitled to receive compensation for her board and committee service in accordance with the compensation program in place for other non-employee directors, as previously disclosed by the Company.
Ms. Heidenreich Voliva will enter into the Company's standard form of indemnification agreement pursuant to which the Company is required to indemnify Ms. Heidenreich Voliva against certain liabilities that may arise by reason of her service as a director and to advance certain expenses to her. The form of the indemnification agreement has been filed as Exhibit 10.49 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.