ml8k_cvrenergy.htm
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): May 8, 2008 (May 2,
2008)
CVR
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of
incorporation)
|
001-33492
(Commission File
Number)
|
61-1512186
(I.R.S.
Employer
Identification
Number)
|
|
|
2277
Plaza Drive, Suite 500
Sugar
Land, Texas 77479
(Address
of principal
executive offices)
|
|
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 (see General
Instruction A.2. below):
[ ]
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))
|
Item
1.01.
|
Entry into a Material
Definitive Agreement.
|
On May 2,
2008, CVR Energy, Inc. (the “Company”) entered
into a consulting agreement with General Wesley Clark (the “Agreement”) whereby
the Company has agreed to retain General Clark as a consultant and General Clark
has agreed to provide services as a consultant on the terms and conditions set
forth therein. The parties’ intention to enter into the Agreement was
previously disclosed in the Company’s proxy statement filed with the Securities
and Exchange Commission on April 8, 2008.
Pursuant
to the Agreement, General Clark will provide consulting and advisory services to
the Company for a two year period (unless terminated earlier by General Clark
upon thirty (30) days notice or by the Company for cause) commencing on the date
of CVR Energy’s next annual shareholders’ meeting. As compensation
for his services to the Company, the Company shall pay General Clark a monthly
retainer of $2,000 and, in the event General Clark provides services in excess
of eight (8) hours per month, the Company shall pay General Clark an amount
equal to $400 for each hour in excess of eight (8). General Clark
shall also be entitled to reimbursement of reasonable business
expenses.
As a
member of the board of directors, General Clark had been granted 244,038 Phantom
Performance Points and 244,038 Phantom Services Points (together, the “Points”) under the
Coffeyville Resources, LLC Phantom Unit Plan. Upon his leaving the
board, General Clark will forfeit these Points. As additional
compensation for his services as a consultant, General Clark will receive a
payment equal to the amounts that would have been distributed to General Clark
in respect of 65% of his Points had he continued to hold them during the period
beginning on the annual meeting date and ending on the earlier of (i) December
1, 2010 or (ii) the date of the consummation of an Exit Event (as defined in the
Coffeyville Acquisition LLC (“CA”) LLC Agreement)
(but no earlier than January 15, 2009) (the “Payment
Date”). In addition, General Clark will receive the amount
that would have been distributed in respect of 65% of his Points on the Payment
Date assuming that (i) General Clark remained on the board, (ii) all of the
common stock of the Company then held by CA and Coffeyville Acquisition LLC II
(“CA II”) was
sold at the closing price of common stock on the New York Stock Exchange on such
Payment Date and (iii) the proceeds were distributed to the members of CA and CA
II on such Payment Date pursuant to the LLC Agreements of each of CA and CA
II.
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: May
8, 2008
| |
CVR ENERGY,
INC.
|
|
| |
|
|
|
| |
By: |
/s/ Edmund
S. Gross |
|
| |
|
Edmund
S. Gross |
|
| |
|
Senior
Vice President, General Counsel and Secretary |
|
| |
|
|
|