CVR Energy Announces Director Changes and Officer Compensation

TL;DR

CVR Energy swapped a director and updated exec pay. Board changes are in.

AI Summary

On December 6, 2024, CVR Energy, Inc. announced the departure of director Robert W. Lane and the election of new director David L. Buckman. The company also reported on compensatory arrangements for certain officers. This filing also includes financial statements and exhibits.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while updates on executive compensation are closely watched by investors.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance and executive compensation matters, with no immediate financial risks indicated.

Key Players & Entities

• CVR Energy, Inc. (company) — Registrant
• Robert W. Lane (person) — Departing Director
• David L. Buckman (person) — Newly Elected Director
• December 6, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share CVI The New York St
• $18.25 — lectively, the "Shares"), at a price of $18.25 per Share, subject to any required with
• $1,100,000 — . Lamp's base salary will increase from $1,100,000 to $1,200,000 effective January 1, 2025
• $1,200,000 — salary will increase from $1,100,000 to $1,200,000 effective January 1, 2025. In addition
• $3 m — termination; and – A cash payment of $3 million, multiplied by a fraction (not to
• $325 million — wholly owned subsidiaries have priced a $325 million Senior Secured Term Loan B facility, th

Filing Documents

• cvi-20241206.htm (8-K) — 42KB
• exhibit102-employmentagree.htm (EX-10.2) — 154KB
• exhibit991-announcementoft.htm (EX-99.1) — 31KB
• cvilogoa09.gif (GRAPHIC) — 219KB
• imagea.jpg (GRAPHIC) — 38KB
• 0001376139-24-000057.txt ( ) — 744KB
• cvi-20241206.xsd (EX-101.SCH) — 2KB
• cvi-20241206_lab.xml (EX-101.LAB) — 21KB
• cvi-20241206_pre.xml (EX-101.PRE) — 12KB
• cvi-20241206_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Tender Offer Agreement On December 6, 2024, CVR Energy, Inc. (the "Company") entered into a Tender Offer Agreement (the "Tender Offer Agreement") among the Company, Icahn Enterprises L.P. ("IEP"), Icahn Enterprises Holdings L.P. ("Icahn Enterprises") and Carl C. Icahn (together with IEP and Icahn Enterprises, the "Icahn Parties"), pursuant to which Icahn Enterprises agreed to commence a tender offer to purchase up to 17,753,322 of the outstanding shares of the Company's common stock, par value $0.01 per share (collectively, the "Shares"), at a price of $18.25 per Share, subject to any required withholding of taxes, net to seller in cash, without interest (the "Offer"). Pursuant to the terms of the Tender Offer Agreement, the Company filed with the Securities and Exchange Commission (the "SEC") a Solicitation/Recommendation Statement on Schedule 14D-9 disclosing that a special committee of the Board of Directors of the Company (the "Board") has determined to express no opinion and remain neutral with respect to the Offer. Pursuant to the terms of the Tender Offer Agreement, upon the consummation of the Offer, unless approved by a special committee of the Board comprised solely of independent directors of the Company who (i) are not affiliated with and do not have any material relationship with the Icahn Parties or their affiliates (collectively, the "Icahn Entities") and (ii) are disinterested and independent under Delaware law as to the matter under consideration, and who have been empowered to freely select their own advisors and to reject any proposed transaction definitively: for so long as (i) Icahn Enterprises or any of its affiliates beneficially own (as determined pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), in the aggregate, in excess of 50% of the outstanding Shares, (ii) the Shares are registered under Section 12 of the Exchange

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Pricing of Proposed Senior Secured Term Loan B On December 12, 2024, the Company issued a press release announcing that certain of its wholly owned subsidiaries have priced a $325 million Senior Secured Term Loan B facility, the proceeds of which are expected to be used primarily for capital expenditures, including the planned 2025 turnaround at its Coffeyville refinery. The press release also provides guidance concerning the Company's 2025 anticipated capital expenditure program, among other matters. The full text of the press release is attached as Exhibit 99.1 to this Current Report and incorporated herein by reference. T he information in Item 7.01 of this Current Report and Exhibit 99.1 attached hereto is being "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference. The furnishing of information in this Current Report, including Exhibit 99.1, is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report, including Exhibit 99.1, is material or complete, or that investors should consider this information before making an investment decision with respect to any securities of the Company or its affiliates.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 10.1 Tender Offer Agreement, dated as of December 6, 2024, among CVR Energy, Inc., Icahn Enterprises L.P., Icahn Enterprises Holdings L.P. and Carl C. Icahn (incorporated by reference to Exhibit (e)(1) to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed on December 6, 2024). 10.2 Employment Agreement, dated as of December 12, 2024 , by and between CVR Energy, Inc. and David L. Lamp. 99.1 Press Release, dated December 12, 2024 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

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: December 12, 2024 CVR Energy, Inc. By: /s/ Dane J. Neumann Dane J. Neumann Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

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View this 8-K filing on SEC EDGAR