Business Context and Reporting Period
HF Sinclair Corporation filed a Form 8-K dated May 22, 2024, under Item 5.07 to report the results of its 2024 Annual Meeting of Stockholders held on that date. The filing does not report quarterly or annual financial results.
Annual Meeting Results
Of 197,154,353 shares outstanding and entitled to vote as of the March 25, 2024 record date, 180,757,119 shares were represented in person or by proxy, representing more than 91% of eligible shares.
| Proposal | Result |
|---|---|
| Election of 11 directors | All nominees elected to serve until the 2025 annual meeting or earlier resignation, removal, or death. |
| Advisory vote on named executive officer compensation | Approved on an advisory basis. |
| Ratification of Ernst & Young LLP | Appointment as independent registered public accounting firm for fiscal 2024 ratified. |
| Certificate of incorporation amendment | Approved removal of the pass-through voting provision from the HollyFrontier Corporation Certificate of Incorporation. |
| Stockholder proposal on special meetings | Not approved; the proposal would have allowed holders of 25% of common stock to call a special shareholder meeting. |
Vote Detail and Financial Information
- Director support ranged from 141,924,889 to 163,925,998 votes for. Robert J. Kostelnik received the lowest affirmative vote total and 22,734,369 votes against.
- Executive compensation received 158,260,683 votes for and 6,545,515 votes against, excluding broker non-votes and abstentions.
- Ernst & Young LLP ratification received 172,955,705 votes for and 7,485,958 votes against.
- The incorporation amendment received 164,159,349 votes for and 687,604 votes against.
- The special-meeting proposal received 9,403,492 votes for and 155,307,430 votes against.
- The filing provides no revenue, profit, cash flow, margin, debt, liquidity, or other operating-performance metrics.
Outlook, Risks, and Unusual Items
The filing provides no management guidance, operating outlook, material risk update, contingency disclosure, or unusual financial item. The principal governance developments are approval of the incorporation amendment and rejection of the special-meeting proposal.
Investor Verification Items
- Verify the final composition of the board and the terms of director service through the company’s proxy materials or subsequent filings.
- Review the April 4, 2024 proxy statement for the detailed provisions of the approved incorporation amendment.
- Confirm the impact, if any, of removing the pass-through voting provision on shareholder voting rights.
- Review subsequent filings for any effect of the advisory compensation vote, the auditor ratification, or the rejected special-meeting proposal.