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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rentech, Inc. | NASDAQ:RTK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.20 | 0.195 | 0.205 | 0 | 01:00:00 |
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): July 1, 2014
RENTECH, INC.
(Exact name of registrant as specified in its charter)
Colorado | 001-15795 | 84-0957421 | ||
(State or other jurisdiction of incorporation) |
(Commission File No.) | (IRS Employer Identification No.) | ||
10877 Wilshire Boulevard, Suite 1000 Los Angeles, California |
90024 | |||
(Address of principal executive offices) | (Zip Code) |
(Registrants telephone number, including area code): (310) 571-9800
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 1, 2014 our shareholders adopted an amendment (the First Plan Amendment) to the Second Amended and Restated Rentech, Inc. 2009 Incentive Award Plan (the Second Restated Plan) at our Annual Meeting of Shareholders. The First Plan Amendment increases the number of shares available for grant under the Second Restated Plan by 6,317,000.
The foregoing summary of the First Plan Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Plan Amendment, which is attached to this Current Report as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) | The Annual Meeting of Shareholders of Rentech, Inc. was held on July 1, 2014. |
(b) | The results of the matters submitted to a shareholder vote at the annual meeting were as follows: |
1. | Board Expansion Proposal: The proposal to increase the size of the Board of Directors of Rentech from nine seats to ten seats did not receive the affirmative vote of the holders of two-thirds or more of the voting power of the outstanding shares and did not pass. |
Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
176,749,914 |
11,605,679 | 464,640 | 53,928,811 |
2. | Election of Directors: Our shareholders elected the following three directors to each serve a three-year term expiring on the date of the 2017 annual meeting of shareholders or until his successor has been qualified and elected. |
Director |
Votes For | Votes Withheld | Broker Non-Votes |
|||||||||
Michael S. Burke |
175,470,019 | 13,350,214 | 53,928,811 | |||||||||
General (ret) Wesley K. Clark |
167,730,998 | 21,089,235 | 53,928,811 | |||||||||
Ronald M. Sega |
174,582,998 | 14,237,235 | 53,928,811 |
3. | Majority Voting Proposal: The proposal to approve amendments to our bylaws to adopt a majority vote standard in future uncontested director elections did not receive the affirmative vote of the holders of two-thirds or more of the voting power of the outstanding shares and did not pass. |
Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
181,497,739 |
5,090,962 | 2,231,532 | 53,928,811 |
4. | First Plan Amendment: Our shareholders approved the adoption of the first amendment to the Second Amended and Restated 2009 Incentive Award Plan. |
Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
143,569,583 |
41,130,745 | 4,119,705 | 53,928,811 |
5. | Advisory Vote on Executive Compensation (Say-on-Pay): Our shareholders approved the Say-on-Pay proposal. |
Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
171,865,719 |
14,240,939 | 2,713,575 | 53,928,811 |
6. | Ratification of Selection of Independent Registered Public Accounting Firm: Our shareholders ratified the selection of PricewaterhouseCoopers LLP as our independent auditors for the year ending December 31, 2014. |
Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
237,622,964 |
1,677,351 | 3,448,729 | n/a |
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits: |
Exhibit No. |
Description of the Exhibit | |
Exhibit 10.1 | First Plan Amendment to Second Amended and Restated 2009 Incentive Award Plan. |
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.
RENTECH, INC. | ||||||||
Date: July 2, 2014 | By: | /s/ Colin Morris | ||||||
Colin Morris | ||||||||
Senior Vice President and Secretary |
EXHIBIT INDEX
Exhibit No. |
Description of the Exhibit | |
Exhibit 10.1 | First Plan Amendment to Second Amended and Restated 2009 Incentive Award Plan. |
Exhibit 10.1
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED
RENTECH, INC.
2009 INCENTIVE AWARD PLAN
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED RENTECH, INC. 2009 INCENTIVE AWARD PLAN (this First Amendment) is made and adopted by the Board of Directors (the Board) of Rentech, Inc., a Delaware corporation (the Company), effective as of July 1, 2014 (the Effective Date). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan (as defined below).
RECITALS
WHEREAS, the Company maintains the Second Amended and Restated Rentech, Inc. 2009 Incentive Award Plan (as amended from time to time, the Plan);
WHEREAS, pursuant to Section 14.1 of the Plan, the Board may amend the Plan from time to time to increase the number of shares of Common Stock available for issuance under the Plan, subject to approval by the Companys stockholders; and
WHEREAS, the Company desires to amend the Plan to increase the number of shares of Common Stock subject to the Plan by an additional six million three hundred seventeen thousand (6,317,000) shares of Common Stock as set forth herein.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as set forth herein, effective as of the Effective Date, subject to approval by the Companys stockholders (the date on which the Companys stockholders approve the First Amendment, the First Amendment Date):
AMENDMENT
1. | Section 3.1(a) of the Plan is hereby amended and restated in its entirety as follows: |
(a) Subject to Article 11 and Section 3.1(b) hereof, effective as of the First Amendment Date, the aggregate number of shares of Stock which may be subject to awards granted under the Plan is 10,800,000 shares less, for any awards granted under the Plan between December 31, 2013 (the Share Count Date) and the First Amendment Date (collectively, Interim Awards), (i) one share for each share of Stock subject to any such Option or Stock Appreciation Right, and (ii) 1.5 shares for each share of Stock subject to any such Full Value Award (the Share Limit), which Share Limit represents the sum of (i) 4,483,000 shares which remained available for grant under the Plan as of the Share Count Date, plus (ii) 6,317,000 new shares reserved for issuance pursuant to the First Amendment, less (iii) share reductions applicable in connection with any Interim Awards. Any shares of Stock that are subject to Options or Stock Appreciation Rights granted under the Second Restated Plan shall be counted against the Share Limit as one share for each share of Stock subject to such Option or Stock Appreciation Right, and any shares of Stock that are granted or delivered under the Second Restated Plan in settlement of any Full Value Awards shall be counted against the Share Limit as 1.5 shares of Stock for each share of Stock subject to such Full Value Award. The maximum number of shares of Stock that may be issued pursuant to Incentive Stock Options under the Plan as of the First Amendment Date is 10,800,000 shares, less, for any Interim Awards granted, (i) one share for each share of Stock subject to any such Option or Stock Appreciation Right, and (ii) 1.5 shares for each share of Stock subject to any such Full Value Award.
2. | This First Amendment shall be and is hereby incorporated into and forms a part of the Plan. |
3. | Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect. |
* * * * *
I hereby certify that the foregoing First Amendment was duly authorized by the Board of Directors of Rentech, Inc. on April 22, 2014, subject to approval by its stockholders.
* * * * *
I hereby certify that the foregoing First Amendment was approved by the stockholders of Rentech, Inc. on July 1, 2014.
Executed on this 1st day of July, 2014.
/s/ Colin M. Morris |
Corporate Secretary |
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