CVR PARTNERS, LP
For the period ended Jun 5, 2025. Filed Apr 22, 2025.
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Jun 5, 2025 · Filed Apr 22, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
CVR Partners, LP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
þ No fee required.
o Fee paid previously with preliminary materials.
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
SPECIAL MEETING OF UNITHOLDERS
To the Unitholders of CVR Partners, LP:
You are cordially invited to attend the Special Meeting of Unitholders (the “Special Meeting”) of CVR Partners, LP (the “Partnership”) on Thursday, June 5, 2025, at 10:00 a.m. (Central Daylight Time). The Special Meeting will be held via live webcast, which we believe not only increases efficiency and lowers costs, but also improves our unitholders’ ability to participate. You will be able to attend the Special Meeting and vote and submit questions during the Special Meeting by visiting the Special Meeting website.
The Special Meeting is being held to seek the approval of the Partnership’s unitholders of the CVR Partners, LP 2025 Long-Term Incentive Plan and to ratify the appointment of our Independent Auditor for 2025.
As a maker of low-carbon nitrogen fertilizer products, we are proud to help feed a growing population. In 2024, CVR Partners remained committed to its core Values of Safety, Environment, Integrity, Corporate Citizenship and Continuous Improvement. We achieved an ammonia utilization rate of 96 percent for the year and posted margins above mid-cycle ranges. We also were pleased to return cash to unitholders, declaring cumulative cash distributions of $6.76 per common unit for 2024. Looking forward, we will continue to focus on safely operating our plants at high utilization rates and generating free cash flow.
The Proxy Statement further describing the matters to be acted upon at the Special Meeting is contained in the following pages. Unitholders are also entitled to vote on any other matter that properly come before the Special Meeting. Your vote is important. Enclosed is a proxy that will entitle you to vote your common units on the matters to be considered at the Special Meeting, even if you are unable to attend the virtual meeting online. Regardless of the number of common units you own, please be sure you are represented at the Special Meeting either by attending virtually, voting on the Internet or by telephone, or returning a signed proxy card as soon as possible.
On behalf of CVR Partners, LP, I thank you for your ongoing interest and investment in the Partnership.
| Sincerely, | |
| CVR Partners, LP | |
| By CVR GP, LLC, its general partner | |
| Mark A. Pytosh | |
| President and Chief Executive Officer |
NOTICE OF SPECIAL MEETING OF UNITHOLDERS
| When: | Thursday, June 5, 2025, at 10:00 a.m. (Central Daylight Time) | ||
|---|---|---|---|
| Where: | Virtually via live webcast at www.virtualshareholdermeeting.com/UAN2025SM | ||
| Agenda: | At the Special Meeting, you will be asked to:1.Proposal 1: Approve the CVR Partners, LP 2025 Long-Term Incentive Plan (the “LTIP Proposal”);2.Proposal 2: Ratify the appointment of our independent auditor for 2025;3.Proposal 3: Approve the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for the LTIP Proposal; and4.Transact such other business as may properly come before the Special Meeting or any adjournments or postponements thereof. | ||
| Who Can Vote: | Unitholders of record as of the close of business on Tuesday, April 8, 2025. | ||
| How to Vote: | Your vote is important! Even if you plan to attend the virtual Special Meeting, it is important you vote as soon as possible using one of the following methods: | ||
| Via the Internet:Follow the instructions in the Notice or proxy card. | Call Toll-Free:Call the toll-free numberon your proxy card. | Mail Signed Proxy Card:Follow the instructionson your proxy card. | |
| How to Request Materials: | We provide our proxy materials to unitholders over the internet free of charge online at www.proxyvote.com and mail to unitholders a Notice Regarding the Availability of Proxy Materials (the “Notice”), explaining how to access such proxy materials, beginning on or about April 22, 2025. We are also mailing a printed set of the proxy materials to unitholders who have elected to receive paper copies and certain other unitholders. Unitholders may request a printed set of the proxy materials by following the instructions in the Notice. | ||
| By Order of the Board of Directors, | |||
| CVR Partners, LP By CVR GP, LLC, its general partner | |||
| Melissa M. Buhrig | |||
| Executive Vice President,General Counsel & Secretary | |||
| Sugar Land, Texas | |||
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF UNITHOLDERS TO BE HELD ON JUNE 5, 2025
Our Proxy Statement and proxy card are available at www.proxyvote.com
| CVR PARTNERS, LP 2277 Plaza Drive, Suite 500 Sugar Land, Texas 77479 (281) 207-3200 www.CVRPartners.com | |
|---|---|
| PROXY STATEMENT | |
| Table of Contents | |
| Proxy Statement Summary | 5 |
| Information About the Special Meeting and Proxy Materials | 7 |
| Voting Securities of Principal Unitholders and Management | 11 |
| Proposal 1 - Approve the CVR Partners, LP 2025 Long-Term Incentive Plan | 13 |
| Proposal 2 - Ratify the Appointment of Our Independent Auditor for 2025 | 20 |
| Proposal 3 - Approve the Adjournment of the Special Meeting | 21 |
| Other Matters | 22 |
| Appendix A - CVR Partners, LP 2025 Long-Term Incentive Plan | A-1 |
| Proxy Card | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.