CVR Energy (CVI) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 4, 2026, with stockholders voting on director elections, executive compensation, and auditor ratification.

• The company emphasizes safety, environmental stewardship, integrity, and corporate citizenship as core values, with a focus on continuous improvement and strong governance practices.

• The board is led by an independent chairperson, with separate CEO and chair roles, and includes a mix of independent and affiliated directors.

• Icahn Enterprises L.P. controls approximately 71% of outstanding shares, qualifying the company as a controlled company under NYSE rules.

Voting matters and shareholder proposals

• Stockholders will vote to elect ten directors for one-year terms, approve executive compensation on an advisory basis, and ratify the appointment of Grant Thornton LLP as independent auditor for 2026.

• The board recommends voting in favor of all proposals.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• The board consists of ten directors, including four independent directors, one employee director (the CEO), one former employee director, and four non-management directors affiliated with Icahn Enterprises.

• Committees include Audit, Compensation, Governance, Environmental Health & Safety, and Special Committees, each with defined oversight responsibilities.

• The board conducts annual self-evaluations and maintains policies on ethics, insider trading, and related party transactions.

• Regular executive sessions are held for independent and non-management directors.