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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Contents
Proxy Statement Summary
PROXY STATEMENT FOR CVR PARTNERS, LP
SPECIAL MEETING OF UNITHOLDERS
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This is only a summary and may not contain all of the information that is important to you or that you should consider before voting. Please review this Proxy Statement in full, as well as our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”). In this Proxy Statement, “we,” “us,” “our,” “CVR Partners,” and the “Partnership” refer to CVR Partners, LP, a Delaware limited partnership, and its subsidiaries.
Special Meeting Information
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of CVR GP, LLC, the general partner of CVR Partners, LP (“CVR Partners” or the “Partnership”), of proxies to be voted at the Special Meeting of Unitholders (the “Special Meeting”), and at any adjournments or postponements thereof.
| Date: | June 5, 2025 |
|---|---|
| Time: | 10:00 a.m. (Central Daylight Time) |
| Location: | Virtually via live webcast at www.virtualshareholdermeeting.com/UAN2025SM |
| Record Date: | April 8, 2025 |
| Voting: | Only holders of record of CVR Partners, LP’s common units representing limited partnership interests (“common units”) as of the Record Date (April 8, 2025) will be entitled to notice and to vote. |
| How to Attend: | By entering, at the website above, the control number, which may be found in the proxy materials sent to you. |
Matters to be Voted Upon
In addition to the proposals listed below, unitholders will also transact such other business as may properly come before the Special Meeting or any adjournments or postponements thereof. Each proxy will be voted as specified by the unitholder. Any duly executed proxy not specifying to the contrary will be voted in accordance with the Board’s recommendations, listed below.
| Proposals · Board Recommendation · Page Reference | |||
|---|---|---|---|
| Proposal 1. | Approve the CVR Partners, LP 2025 Long-Term Incentive Plan (the “LTIP Proposal”) | FOR | 13 |
| Proposal 2. | Ratify the appointment of our independent auditor for 2025 | FOR | 20 |
| Proposal 3. | Approve the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for the LTIP Proposal | FOR | 21 |
About CVR Partners, LP
Headquartered in Sugar Land, Texas, CVR Partners is a Delaware limited partnership focused on the production, marketing and distribution of nitrogen fertilizer products. It primarily produces urea ammonium nitrate (UAN) and ammonia, which are predominantly used by farmers to improve the yield and quality of their crops. CVR Partners’ Coffeyville, Kansas, nitrogen fertilizer manufacturing facility includes a 1,300 ton-per-day ammonia unit, a 3,100 ton-per-day UAN unit and a dual-train gasifier complex having a capacity of 89 million standard cubic feet per day of hydrogen. CVR Partners’ East Dubuque, Illinois, nitrogen fertilizer manufacturing facility includes a 1,075 ton-per-day ammonia unit and a 950 ton-per-day UAN unit. As of April 18, 2025, subsidiaries of our affiliate, CVR Energy, Inc. (“CVR Energy”), serve as the general partner of and own approximately 37 percent of the common units of CVR Partners, and Icahn Enterprises L.P. and its affiliates (“IEP”) own approximately 2 percent and 70 percent of the common units of CVR Partners and CVR Energy’s outstanding common stock, respectively.
Mission and Core Values
During 2024, we continued our Mission of being a top tier North American nitrogen-based fertilizer company as measured by safe and reliable operations, superior performance and profitable growth.
Our core Values are driven by our people, inform the way we do business each and every day, and enhance our ability to accomplish our mission and related strategic objectives.
SafetyWe always put safety first. The protection of our employees, contractors and communities is paramount. We have an unwavering commitment to safety above all else. If it’s not safe, then we don’t do it.
EnvironmentWe care for our environment. Complying with all regulations and minimizing any environmental impact from our operations is essential. We understand our obligation to the environment and that it’s our duty to protect it.
IntegrityWe require high business ethics. We comply with the law and practice sound corporate governance. We only conduct business one way—the right way with integrity.
Corporate CitizenshipWe are proud members of the communities where we operate. We are good neighbors and know that it’s a privilege we can’t take for granted. We seek to make a positive economic and social impact through our financial donations and the contributions of time, knowledge, and talent of our employees to the places where we live and work.
Continuous ImprovementWe believe in both individual and team success. We foster accountability under a performance-driven culture that supports creative thinking, teamwork, diversity, and personal development so that employees can realize their maximum potential. We use defined work practices for consistency, efficiency, and to create value across the organization.
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