CVR Energy (CVI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 5, 2025, via live webcast, with voting on four key proposals and other business as needed.

• 2024 highlights include $7 million net income, $394 million EBITDA, $1/share dividend, and strong operational metrics in refining and fertilizer segments.

• The company emphasizes safety, environmental stewardship, integrity, corporate citizenship, and continuous improvement as core values.

• Icahn Enterprises L.P. and affiliates own about 70% of outstanding common stock, qualifying the company as a controlled company under NYSE rules.

Voting matters and shareholder proposals

• Proposal 1: Elect eight director nominees for one-year terms.

• Proposal 2: Advisory approval of named executive officer compensation.

• Proposal 3: Approve the Third Amended and Restated 2007 Long-Term Incentive Plan, increasing share reserve and extending plan term.

• Proposal 4: Ratify Grant Thornton LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight directors, including four independent, one employee, and three affiliated with Icahn Enterprises.

• Chairperson and CEO roles are separated; board structure reviewed regularly for optimal leadership.

• Controlled company status exempts the board from certain NYSE independence requirements, but audit committee remains fully independent.

• Five standing committees: Audit, Compensation, Governance, Environmental Health & Safety, and Special Committee.

• Annual board and committee self-evaluations, regular executive sessions for independent directors.