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 22, 2024
___________________
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”) 2024 Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 22, 2024. A total of 180,757,119 shares of HF Sinclair’s common stock were present in person or represented by proxy at the Annual Meeting, representing over 91% of HF Sinclair’s 197,154,353 shares of common stock outstanding and entitled to vote as of the March 25, 2024 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 4, 2024 (the “Proxy Statement”).
•Proposal 1 (Election of Directors): The stockholders elected all eleven (11) director nominees to serve until HF Sinclair’s annual meeting of stockholders in 2025, or until their earlier resignation, removal or death.
| | | | | | | | | | | | | | |
| Nominee | For | Against | Abstain | Broker Non-Votes |
| Anne-Marie N. Ainsworth | 162,316,051 | 2,552,997 | 262,202 | 15,625,869 |
| Anna C. Catalano | 160,398,344 | 4,470,314 | 262,592 | 15,625,869 |
| Leldon E. Echols | 159,377,730 | 5,485,146 | 268,374 | 15,625,869 |
| Manuel J. Fernandez | 162,640,216 | 2,224,553 | 266,481 | 15,625,869 |
| Timothy Go | 163,654,590 | 1,355,020 | 121,640 | 15,625,869 |
| Rhoman J. Hardy | 163,693,707 | 1,173,645 | 263,898 | 15,625,869 |
| Jeanne M. Johns | 163,925,998 | 942,732 | 262,520 | 15,625,869 |
| R. Craig Knocke | 159,334,692 | 5,530,567 | 265,991 | 15,625,869 |
| Robert J. Kostelnik | 141,924,889 | 22,734,369 | 471,992 | 15,625,869 |
| Ross B. Matthews | 162,940,656 | 1,924,939 | 265,655 | 15,625,869 |
| Franklin Myers | 157,755,469 | 7,251,451 | 124,330 | 15,625,869 |
•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.
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| For | Against | Abstain | Broker Non-Votes |
| 158,260,683 | 6,545,515 | 325,052 | 15,625,869 |
•Proposal 3 (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 2024 fiscal year.
| | | | | | | | |
| For | Against | Abstain |
| 172,955,705 | 7,485,958 | 315,456 |
•Proposal 4 (Amendment to HollyFrontier Corporation’s Certificate of Incorporation to remove the pass-through voting provision): The stockholders approved an amendment to the HollyFrontier Corporation Certificate of Incorporation to remove the pass-through voting provision.
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 164,159,349 | 687,604 | 284,297 | 15,625,869 |
•Proposal 5 (Stockholder Proposal Regarding Special Shareholder Meeting Improvement): The stockholders did not approve the stockholder proposal giving shareholders owning a combined 25% of HF Sinclair’s common stock the right to call a special shareholder meeting.
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 9,403,492 | 155,307,430 | 420,328 | 15,625,869 |
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/ Atanas H. Atanasov
Name: Atanas H. Atanasov
Title: Executive Vice President and Chief Financial Officer
Date: May 22, 2024
