LSB Industries Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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 15, 2025

LSB INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (405) 235-4546

Not applicable

(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):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On May 15, 2025, LSB Industries, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the stockholders: (i) elected the three director nominees listed in the Company’s proxy statement to serve on the Board of Directors for terms expiring in 2028; (ii) approved the LSB Industries, Inc. 2025 Long-Term Incentive Plan; (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025; and (iv) approved, on a non-binding, advisory basis, a resolution approving the 2025 compensation of the Company’s named executive officers, which is commonly referred to as a “say-on-pay” vote.

The final voting results for each of these matters are set forth below.

1. Election of three nominees to the Company’s Board of Directors whose terms will expire in 2028

In addition, there were 13,110,260.07 broker non-votes with respect to each nominee. All director nominees were duly elected at the 2025 Annual Meeting. Each of the individuals named in the above table will serve as director until the Company's 2028 annual meeting of stockholders or until his/her successor is duly elected and qualified.

2. Approval of the LSB Industries, Inc. 2025 Long-Term Incentive Plan

3. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2025

4. Approval, on an advisory basis, of the compensation of the Company's named executive officers

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 19, 2025