RTK Rentech, Inc.

 

 

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)

(Registrant’s 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))

 

 

 

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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

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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.

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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

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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 Company’s 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 Company’s stockholders (the date on which the Company’s 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.

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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 1^st day of July, 2014.

 

/s/ Colin M. Morris

Corporate Secretary