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CVR Energy (CVI) investors approve board slate, executive pay and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CVR Energy, Inc. held its 2026 Annual Meeting of Stockholders on June 4, 2026. Stockholders voted on electing directors, approving executive pay on an advisory basis, and ratifying the independent auditor for the 2026 fiscal year.

All ten director nominees were elected, each receiving more votes for than withheld, with broker non-votes recorded. Stockholders also approved the Company’s named executive officer compensation in an advisory vote and ratified Grant Thornton LLP as the independent registered public accounting firm for 2026.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for say-on-pay 83,749,654 votes Advisory approval of named executive officer compensation
Votes against say-on-pay 7,644,864 votes Advisory approval of named executive officer compensation
Broker non-votes on say-on-pay 3,794,929 votes Advisory approval of named executive officer compensation
Votes for auditor ratification 95,081,957 votes Ratification of Grant Thornton LLP for 2026 fiscal year
Votes against auditor ratification 109,133 votes Ratification of Grant Thornton LLP for 2026 fiscal year
Director votes for Mark J. Smith 91,097,161 votes Election of directors at 2026 Annual Meeting
Director votes for Jaffrey (Jay) A. Firestone 91,063,306 votes Election of directors at 2026 Annual Meeting
Director votes for Julia Heidenreich Voliva 85,946,668 votes Election of directors at 2026 Annual Meeting
non-binding advisory vote financial
"the approval, by a non-binding advisory vote, of the Company’s named executive officer compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes financial
"The nominees listed below were elected to the Board, with the respective votes set forth opposite of each nominee’s name"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"the ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm for the Company for the 2026 fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Stockholders financial
"On June 4, 2026, CVR Energy, Inc. held its 2026 Annual Meeting of Stockholders"
named executive officer compensation financial
"the stockholders voted, on a non-binding advisory basis, in favor of the Company’s named executive officer compensation"
Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.
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Understanding 8-K Material Events →
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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): June 4, 2026

CVR ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3349261-1512186
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479
(Address of principal executive offices, including zip code)

Registrant’s 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:

☐ 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareCVIThe 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 June 4, 2026, CVR Energy, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders of the Company as of the close of business on April 6, 2026, the record date for the Annual Meeting, voted on three proposals, consisting of (1) the election of ten directors to the Board, each to serve until the 2027 Annual Meeting of Stockholders of the Company or until such director’s successor has been elected and qualified; (2) the approval, by a non-binding advisory vote, of the Company’s named executive officer compensation; and (3) the ratification of the appointment of Grant Thornton LLP (“Grant Thornton”) as the independent registered public accounting firm for the Company for the 2026 fiscal year. For more information regarding the foregoing proposals, refer to the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the United States Securities and Exchange Commission on April 21, 2026.

At the Annual Meeting, (1) the ten directors nominated by the Board were elected; (2) the stockholders voted, on a non-binding advisory basis, in favor of the Company’s named executive officer compensation; and (3) the stockholders ratified Grant Thornton as the independent registered public accounting firm for the Company for the 2026 fiscal year. The voting results for each of the proposals are summarized below.

Proposal 1 - Election of Directors

The nominees listed below were elected to the Board, with the respective votes set forth opposite of each nominee’s name:
DirectorVotes ForVotes WithheldBroker Non-Votes
Robert E. Flint84,609,6796,903,1203,794,929
Dustin DeMaria78,764,54012,748,2593,794,929
Jaffrey (Jay) A. Firestone91,063,306449,4933,794,929
Brett Icahn84,736,9156,775,8843,794,929
Colin Kwak78,783,42112,729,3783,794,929
David L. Lamp84,754,6986,758,1013,794,929
Stephen Mongillo80,776,79210,736,0073,794,929
Mark A. Pytosh85,199,2606,313,5393,794,929
Mark J. Smith91,097,161415,6383,794,929
Julia Heidenreich Voliva85,946,6685,566,1313,794,929

Proposal 2 - Advisory Vote on Named Executive Officer Compensation

The stockholders approved, on a non-binding advisory basis, the Company’s named executive officer compensation by the following vote:
Votes ForVotes AgainstVotes AbstainBroker Non-Votes
83,749,6547,644,864118,2813,794,929

Proposal 3 - Auditor Ratification

The stockholders ratified the appointment of Grant Thornton as the independent registered public accounting firm for the Company for the 2026 fiscal year by the following vote:
Votes ForVotes AgainstVotes Abstain
95,081,957109,133116,638



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: June 5, 2026
CVR Energy, Inc.
By:/s/ Dane J. Neumann
Dane J. Neumann
Executive Vice President, Chief Financial Officer, and Treasurer


Source: View Original Filing on SEC EDGAR

FAQ

What did CVR Energy (CVI) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three key items: electing ten directors, approving named executive officer compensation on an advisory basis, and ratifying Grant Thornton LLP as the independent registered public accounting firm for the 2026 fiscal year. All three proposals received sufficient support to pass.

Were all director nominees elected at CVR Energy’s 2026 annual meeting?

Yes, all ten director nominees were elected. Each nominee, including Robert E. Flint, Brett Icahn, and Mark J. Smith, received more votes for than withheld, with additional broker non-votes recorded, so the full slate will serve until the 2027 annual meeting or until successors are elected.

How did CVR Energy (CVI) stockholders vote on executive compensation in 2026?

Stockholders approved executive compensation on an advisory basis with 83,749,654 votes for, 7,644,864 against, and 118,281 abstentions, plus 3,794,929 broker non-votes. This non-binding vote indicates stockholder support for the company’s named executive officer pay program for the year.

Which audit firm did CVR Energy stockholders ratify for the 2026 fiscal year?

Stockholders ratified Grant Thornton LLP as CVR Energy’s independent registered public accounting firm for the 2026 fiscal year, with 95,081,957 votes for, 109,133 against, and 116,638 abstentions. This confirms Grant Thornton’s role in auditing the company’s 2026 financial statements.

How strong was support for CVR Energy’s director nominees in 2026?

Support for director nominees was generally strong, with several directors, such as Jaffrey (Jay) A. Firestone and Mark J. Smith, receiving over 91 million votes for. All ten nominees secured more votes for than withheld, ensuring their election to the board for another term.

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