Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On and effective March 17, 2023, Jordan Bleznick was appointed to the board of
directors (the "Board") of CVR GP, LLC (the "Company"), the general partner of
CVR Partners, LP (the "Partnership"), as its Chairman, as well as to the Board's
Compensation Committee and Special Committee (collectively, the "Committees").
Mr. Bleznick was affirmatively determined by the Board and the board of
directors of CVR Energy, Inc. ("CVR Energy") to be qualified to serve on the
Board and its Committees.
Mr. Bleznick has been the Vice President/Taxes of Starfire Holding Corporation,
a private holding company controlled by Carl C. Icahn, since 2002. He is the
Chief Tax Counsel of Icahn Enterprises L.P. ("IEP") and has been the Chief Tax
Counsel for various other affiliates of Mr. Icahn since April 2002. Mr. Bleznick
was previously a partner in the law firm of DLA Piper from March 2000 through
March 2002, and was an associate and then a partner at the New York City law
firm of Gordon Altman Weitzen Shalov and Wein from March 1984 until February
2000. Mr. Bleznick has been a director of Enzon Pharmaceuticals, Inc., a public
acquisition vehicle, since August 2020. The Company and Enzon Pharmaceuticals,
Inc. are each indirectly controlled by Carl C. Icahn. Mr. Bleznick has also been
a director of various private companies indirectly controlled by Mr. Icahn
including WestPoint Home LLC, a home textiles manufacturer, and American
Entertainment Properties Corp., a holding company that indirectly owns a
controlling interest in the Partnership's affiliate, CVR Energy. Mr. Bleznick
received a B.A. in Economics from the University of Cincinnati, a J.D. from The
Ohio State University College of Law and a L.L.M. in Taxation from the New York
University School of Law. Mr. Bleznick's significant tax expertise and
experience serving in key leadership roles with public entities, among other
qualities, make him well qualified to serve as a member of the Board and its
Committees.
Mr. Icahn indirectly owns approximately 71% of the common shares of CVR Energy.
CVR Energy indirectly owns 100% of the Company and approximately 37% of the
common units representing limited partner interests in the Partnership. Other
than the foregoing, as of the date of his appointment, Mr. Bleznick is not a
party to any transactions that would be required to be reported under Item
404(a) of Regulation S-K and there are no other arrangements or understandings
between him and any other persons pursuant to which he was selected as a
director. Mr. Bleznick will not receive compensation for his service on the
Board or its Committees as long as he is employed by IEP or its affiliates.
Also on and effective March 17, 2023, David Willetts resigned from the Board and
its Committees as a result of other board commitments. The resignation of Mr.
Willetts from the Board and its Committees was not the result of any
disagreements with the Company, the Partnership, CVR Energy or any of their
directors, officers, or employees.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being "furnished" as part of this Current Report:
Exhibit Exhibit Description
Number
Cover Page Interactive Data File (the cover page XBRL tags are embedded within
104 the Inline XBRL document).
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