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 20, 2008
CHART INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-11442
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34-1712937 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio
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44125 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (440) 753-1490
(Former name or former address, if changed since last report.)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 |
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Entry into a Material Definitive Agreement. |
On May 20, 2008, Chart Industries, Inc. (the Company) entered into indemnification agreements
with W. Douglas Brown and Thomas L. Williams in connection with their election to the Board of
Directors at the Companys Annual Meeting of Stockholders held on May 20, 2008. The
indemnification agreements entered into by each of Messrs. Brown and Williams are in the same form
as the existing indemnification agreements the Company has entered into previously with each of its
directors and executive officers. In the indemnification agreements, the Company has agreed,
subject to certain exceptions, to indemnify and hold harmless Messrs. Brown and Williams to the
maximum extent then authorized or permitted by the provisions of the Companys amended and restated
certificate of incorporation, the General Corporation Law of the State of Delaware, or by any
amendment(s) thereto.
The description of the indemnification agreements set forth in this Item 1.01 is not complete and
is qualified in its entirety by reference to the full text of the form of indemnification
agreement. The form of indemnification agreement between the Company and each of its directors or
executive officers was filed as Exhibit 10.20 to the Companys Registration Statement on Form S-1,
filed with the Securities and Exchange Commission on April 13, 2006, and is incorporated herein by
reference.
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Item 5.05 |
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Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of
Ethics. |
(a) On May 20, 2008, the Companys Board of Directors adopted resolutions to amend the Companys
Code of Ethical Business Conduct (as amended, the Code). The Code is applicable to all
directors, officers and employees of the Company and its subsidiaries, including foreign
subsidiaries, and constitutes a code of ethics as such term is defined in Item 406(b) of Regulation
S-K. As part of these amendments, various provisions of the Code were revised and new provisions
were added, with an emphasis on improving Code presentation and facilitating easier understanding.
The revisions to the Code provide additional information, clarification or emphasis, or references
to other Company policies, regarding, among other things:
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The Companys mission and values; |
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Workplace safety and environmental protection; |
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Respect and fair treatment of the Companys employees; |
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Business across borders; |
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Community and political involvement; and |
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Gifts and Entertainment. |
The foregoing summary is qualified in its entirety by reference to the Code, a copy of which is
available on the Companys website at www.chart-ind.com under investor relations.
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