| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 28, 2023, HF Sinclair Corporation, a Delaware corporation (“HF Sinclair” or the “Company”), held a virtual-only special meeting of its stockholders (the “HF Sinclair Special Meeting”) to vote on the proposals identified in the joint proxy statement/prospectus of HF Sinclair and Holly Energy Partners, L.P. (“HEP”), prepared in connection with the Merger Agreement (as defined below), filed with the U.S. Securities and Exchange Commission as a prospectus pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), by HF Sinclair, and as a definitive proxy statement on Form DEFM14A pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by HEP, on October 26, 2023, which was first mailed to stockholders of HF Sinclair and unitholders of HEP on or about October 26, 2023.
As of the close of business on October 23, 2023, the record date for the HF Sinclair Special Meeting (the “HF Sinclair Record Date”), 179,666,154 shares of the Company’s common stock, par value $0.01 per share (“HF Sinclair Common Stock”), were issued and outstanding and entitled to vote at the HF Sinclair Special Meeting. Holders of HF Sinclair Common Stock were entitled to one vote per share held as of the close of business on the HF Sinclair Record Date. A summary of the matters voted upon by the stockholders and the final voting results for each such matter are set forth below.
| | 1. | Proposal 1 - The HF Sinclair Stock Issuance Proposal: To approve the issuance of shares of HF Sinclair Common Stock pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 15, 2023, by and among HF Sinclair, Navajo Pipeline Co., L.P., Holly Apple Holdings LLC (“Merger Sub”), HEP Logistics Holdings, L.P., Holly Logistic Services, L.L.C. and HEP, as the same may be amended or supplemented from time to time (the “HF Sinclair Stock Issuance Proposal”). |
The HF Sinclair Stock Issuance Proposal was approved by the requisite vote as follows:
| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER
NON-VOTES |
151,697,156 | | 455,202 | | 214,601 | | 0 |
| | 2. | Proposal 2 - The HF Sinclair Adjournment Proposal: To approve the adjournment of the HF Sinclair Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the HF Sinclair Special Meeting to approve the HF Sinclair Stock Issuance Proposal (the “HF Sinclair Adjournment Proposal”). |
Although the HF Sinclair Adjournment Proposal was deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the HF Sinclair Special Meeting to approve the HF Sinclair Stock Issuance Proposal, it was approved by the requisite vote as follows:
| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER
NON-VOTES |
143,049,590 | | 9,062,483 | | 254,886 | | 0 |
No other matters were submitted for stockholder action at the HF Sinclair Special Meeting.
| Item 7.01 | Regulation FD Disclosure. |
On November 28, 2023, HF Sinclair and HEP issued a joint press release announcing, among other things, the adoption of the HF Sinclair Stock Issuance Proposal by HF Sinclair’s stockholders at the HF Sinclair Special Meeting and the adoption of the proposal to approve the Merger Agreement and the transactions contemplated thereby, including the merger of Merger Sub with and into HEP, with HEP surviving as an indirect, wholly owned subsidiary of HF Sinclair (the “Merger Proposal”), by HEP’s unitholders at the special meeting of HEP’s unitholders. The press release is furnished as Exhibit 99.1.
