Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On and effective March 17, 2023, Ted Papapostolou was appointed to the board of
directors ("Board") of CVR Energy, Inc. (the "Company") as its Chairman, as well
as to the Board's Compensation Committee, Nominating and Corporate Governance
Committee and Special Committee (collectively, the "Committees"). Mr.
Papapostolou was affirmatively determined by the Board to be qualified to serve
on the Board and its Committees.
Mr. Papapostolou has served as the Chief Financial Officer and the Chief
Accounting Officer of Icahn Enterprises L.P. ("Icahn Enterprises"), since
November 2021 and April 2020, respectively. Mr. Papapostolou has served as a
director of Icahn Enterprises since December 2021 and as its Secretary since
April 2020. Mr. Papapostolou served in various progressive accounting positions
at Icahn Enterprises from March 2007 to March 2020. Previously, Mr. Papapostolou
worked at Grant Thornton LLP in their audit practice. Mr. Papapostolou has
served as director of Viskase Companies, Inc. since April 2020. The Company,
Icahn Enterprises and Viskase Companies, Inc. are each indirectly controlled by
Carl C. Icahn. Mr. Papapostolou received his M.B.A. from The Peter J. Tobin
College of Business at Saint John's University and his B.B.A. from Frank G. Zarb
School of Business at Hofstra University. Mr. Papapostolou's significant
financial expertise and experience serving in key leadership roles with public
entities, among other qualities, make him well qualified to serve as a member of
the Board and its Committees.
Mr. Icahn indirectly owns approximately 71% of the common shares of the Company.
Other than the foregoing, as of the date of his appointment, Mr. Papapostolou is
not a party to any transactions that would be required to be reported under Item
404(a) of Regulation S-K and there are no other arrangements or understandings
between him and any other persons pursuant to which he was selected as a
director. Mr. Papapostolou will not receive compensation for his service on the
Board or its Committees as long as he is employed by Icahn Enterprises or its
affiliates.
Also on and effective March 17, 2023, David Willetts resigned from the Board and
its Committees as a result of other board commitments. The resignation of Mr.
Willetts from the Board and its Committees was not the result of any
disagreements with the Company or any of its directors, officers, or employees.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being "furnished" as part of this Current Report on
Form 8-K:
Exhibit Exhibit Description
Number
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within
the Inline XBRL document).
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