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): May 25, 2023 (May 24, 2023)
___________________
HF SINCLAIR CORPORATION
(Exact name of Registrant as specified in its charter)
| | | | | | | | | | | |
| Delaware | 001-41325 | 87-2092143 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
| 2828 N. Harwood St., Suite 1300 | Dallas | TX | 75201 |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (214) 871-3555
Not applicable
(Former name or former address, if changed since last report)
| | | | | | | | |
| Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934: |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock $0.01 par value | DINO | NYSE |
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 communications 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The HF Sinclair Corporation (“HF Sinclair”) 2023 Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 24, 2023. A total of 178,705,415 shares of HF Sinclair’s common stock were present in person or represented by proxy at the Annual Meeting, representing over 92% of HF Sinclair’s 192,730,210 shares of common stock outstanding and entitled to vote as of the March 27, 2023 record date. The matters submitted for a vote and the related results are set forth below. A more detailed description of each proposal is set forth in HF Sinclair’s proxy statement filed with the Securities and Exchange Commission on April 6, 2023 (the “Proxy Statement”).
•Proposal 1 (Election of Directors): The stockholders elected all twelve (12) director nominees to serve until HF Sinclair’s annual meeting of stockholders in 2024, or until their earlier resignation, removal or death.
| | | | | | | | | | | | | | |
| Nominee | For | Against | Abstain | Broker Non-Votes |
| Anne-Marie N. Ainsworth | 163,998,452 | 1,721,900 | 104,133 | 12,880,930 |
| Anna C. Catalano | 160,744,403 | 4,930,108 | 149,974 | 12,880,930 |
| Leldon E. Echols | 158,519,518 | 7,191,022 | 113,945 | 12,880,930 |
| Manuel J. Fernandez | 163,309,381 | 2,410,292 | 104,812 | 12,880,930 |
| Timothy Go | 162,532,650 | 3,175,118 | 116,717 | 12,880,930 |
| Rhoman J. Hardy | 163,827,070 | 1,857,509 | 139,906 | 12,880,930 |
| R. Craig Knocke | 160,161,077 | 5,556,223 | 107,185 | 12,880,930 |
| Robert J. Kostelnik | 142,037,738 | 23,664,302 | 122,445 | 12,880,930 |
| James H. Lee | 159,117,115 | 6,593,150 | 114,220 | 12,880,930 |
| Ross B. Matthews | 161,902,367 | 3,778,771 | 143,347 | 12,880,930 |
| Franklin Myers | 156,447,700 | 9,107,626 | 269,159 | 12,880,930 |
| Norman J. Szydlowski | 160,086,665 | 5,603,977 | 133,843 | 12,880,930 |
•Proposal 2 (Advisory Vote on the Compensation of HF Sinclair’s Named Executive Officers): The stockholders approved on an advisory basis the compensation of HF Sinclair’s named executive officers as disclosed in the Proxy Statement.
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 159,761,406 | 5,820,923 | 242,156 | 12,880,930 |
•Proposal 3 (Advisory Vote on the Frequency of an Advisory Vote on the Compensation of HF Sinclair’s Named Executive Officers): The stockholders voted to conduct an advisory vote on the compensation of HF Sinclair’s named executive officers every year.
| | | | | | | | | | | | | | |
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
| 159,744,826 | 437,012 | 5,361,174 | 281,473 | 12,880,930 |
In accordance with the voting results for this item, HF Sinclair’s Board of Directors determined that an advisory vote to approve the compensation of HF Sinclair’s named executive officers will be conducted every year until the next stockholder advisory vote on the frequency of the advisory vote on the compensation of HF Sinclair’s named executive officers.
•Proposal 4 (Ratification of the Appointment of Ernst & Young LLP): The stockholders ratified the appointment of Ernst & Young LLP as HF Sinclair’s independent registered public accounting firm for the 2023 fiscal year.
| | | | | | | | |
| For | Against | Abstain |
| 174,001,049 | 4,555,610 | 148,756 |
•Proposal 5 (Stockholder Proposal Regarding Special Shareholder Meeting Improvement): The stockholders did not approve the stockholder proposal giving shareholders owning a combined 10% of HF Sinclair’s common stock the right to call a special shareholder meeting.
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 67,764,642 | 97,704,188 | 355,655 | 12,880,930 |
SIGNATURE
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.
HF SINCLAIR CORPORATION
By: /s/ Vaishali S. Bhatia
Name: Vaishali S. Bhatia
Title: Executive Vice President, General Counsel and Secretary
Date: May 25, 2023
