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): December 1, 2021
| (Commission File Number) | (Exact Name of Registrant as Specified in Its Charter) (Address of Principal Executive Offices) (Zip Code) (Telephone Number) | (State or Other
Jurisdiction of
Incorporation or
Organization) | (IRS Employer Identification
No.) |
| 1-9516 | ICAHN ENTERPRISES L.P. 16690 Collins Avenue, PH-1 Sunny Isles Beach, FL 33160 (305) 422-4100 | Delaware | 13-3398766 |
| | | | |
| 333-118021-01 | ICAHN ENTERPRISES HOLDINGS L.P. 16690 Collins Avenue, PH-1 Sunny Isles Beach, FL 33160 (305) 422-4100 | Delaware | 13-3398767 |
(Former Name or Former Address, if Changed Since Last Report)
N/A
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 communication 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 |
| Depositary Units of Icahn Enterprises L.P. Representing Limited Partner Interests | | IEP | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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. ¨
| Co-Registrant CIK | 0001034563 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2021-12-1 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Emerging Growth Company | ¨ |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
Former Address
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, Ted Papapostolou was appointed as Chief Financial Officer of Icahn Enterprises L.P. (“Icahn Enterprises”), Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), and Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), the general partner of Icahn Enterprises and Icahn Enterprises Holdings, effective as of November 8, 2021, and is continuing in his roles as Chief Accounting Officer and Secretary. On December 1, 2021, the Board of Directors (the “Board”) of Icahn Enterprises GP appointed Mr. Papapostolou to the Board, filling a vacancy on the Board resulting from the previously announced resignation of Aris Kekedjian on November 5, 2021. Biographical and other information regarding Mr. Papapostolou is included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed by Icahn Enterprises and Icahn Enterprises Holdings on February 26, 2021, and is incorporated by reference herein.
Other than as described or incorporated by reference herein, there are no arrangements or understandings between Mr. Papapostolou and any other persons pursuant to which he was selected as a director of the Board, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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.
| | ICAHN ENTERPRISES L.P. | |
| | | (Registrant) | |
| | | | |
| | By: | Icahn Enterprises G.P. Inc., its general partner | |
| | | | |
| | By: | /s/ Ted Papapostolou | |
| | | Ted Papapostolou | |
| | | Chief Financial Officer and Chief Accounting Officer | |
Date: December 3, 2021
| | ICAHN ENTERPRISES HOLDINGS L.P. |
| | | (Registrant) | |
| | | | |
| | By: | Icahn Enterprises G.P. Inc., its general partner | |
| | | | |
| | By: | /s/ Ted Papapostolou | |
| | | Ted Papapostolou | |
| | | Chief Financial Officer and Chief Accounting Officer | |
Date: December 3, 2021
