Calumet, Inc. /DE

8-K · d106744d8k.htm

0002013745 2026-06-02 2026-06-02
  
  
 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): June 2, 2026
  
  

 CALUMET, INC.
 (Exact name of registrant as specified in its charter)
  
  

  

 Delaware
  
 001-42172
  
 36-5098520

 (State or other jurisdiction
of incorporation)
  
 (Commission
 File Number)

  
 (IRS Employer
Identification No.)

 1060 N. Capital Avenue
 Suite 6-401
 Indianapolis , Indiana 46204
 (Address of principal executive offices) (Zip Code)
 Registrant’s telephone number, including area code (317) 328-5660
  
  

 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:
  

 ☐
 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))

 Securities Registered Pursuant to Section 12(b) of the Act:
  

 Title of each class

  
 Trading
 symbol(s)

  
 Name of each exchange
on which registered

 Common Stock, par value $0.01 per share
  
 CLMT
  
 The Nasdaq Stock Market LLC

 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. ☐
  
  
  

 Item 5.07
 Submission of Matters to a Vote of Security Holders.

 On June 2, 2026, Calumet, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s stockholders voted on three proposals as described below.
 Proposal No. 1 - Election of Class II Directors
 The Company’s stockholders elected the three Class II director nominees listed below as directors of the Company, each to serve until the Company’s 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The voting results were as follows:
  

 Nominees

   
 For
  
   
 Withhold
  
   
 Broker Non-Votes
  

 Todd Borgmann

   
  
 51,089,604
  
   
  
 365,403
  
   
  
 19,926,638
  

 Daniel J. Sajkowski

   
  
 50,332,470
  
   
  
 1,122,537
  
   
  
 19,926,638
  

 Bradford T. Sanders

   
  
 51,130,433
  
   
  
 324,574
  
   
  
 19,926,638
  

 Proposal No. 2 - Advisory Vote to Approve Executive Compensation
 The Company’s stockholders approved, on a non-binding, advisory basis, the Company’s executive compensation. The voting results were as follows:
  

 For:

   
  
 50,222,235
  

 Against:

   
  
 956,685
  

 Abstain:

   
  
 276,087
  

 Broker Non-Votes:

   
  
 19,926,638
  

 Proposal No. 3 - Ratification of the Selection of Independent Registered Public Accounting Firm
 The Company’s stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The voting results were as follows:
  

 For:

   
  
 70,973,872
  

 Against:

   
  
 194,987
  

 Abstain:

   
  
 212,786
  

  

 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.
  

  

  
 CALUMET, INC.

 Date: June 3, 2026
  

  
 By:
  
 /s/ David Lunin

  

  
 Name:
  
 David Lunin

  

  
 Title:
  
 Executive Vice President and Chief Financial Officer