01—Abstract
Summary
Summary of the 8-K filed February 6, 2024. Cited figures are marked; the original filing is the authoritative source.
HF Sinclair Corporation filed this Form 8-K on February 6, 2024 to report an amendment to its bylaws.
Effective February 3, 2024, the Board of Directors approved Amended and Restated By-Laws that, among other things, allow special meetings of stockholders to be called by stockholders of record owning at least 25%a of the outstanding voting shares. The amendments also add procedural requirements for special meeting requests and make corresponding changes to the advance notice and director nomination procedures. Under the amended bylaws, a requesting stockholder must provide a written request stating the meeting's purpose, the proposed business and the reasons for it, documentary proof of at least 25% ownership, and specified information about the requesting stockholders, any beneficial owners, and any proposed nominees.
Business at a stockholder-requested special meeting is limited to the stated purpose, though the Board may add its own matters. A request is invalid if it fails to comply with the bylaws or the certificate of incorporation, concerns a matter that is not a proper subject for stockholder action, duplicates a matter presented at a meeting within the prior 90 days or one already noticed for a meeting not yet held, is delivered within the window running from 90 days before the first anniversary of the prior annual meeting through the next annual meeting date, or violates securities laws.
The filing also lists the full Amended and Restated By-Laws as Exhibit 3.1 and the cover page interactive data file as Exhibit 104. For investors, the change is a governance update that gives a meaningful block of stockholders a defined path to call special meetings, with the Board retaining control over the scope of business and the validity of requests.
02—Key points
Key Highlights
- Board approved Amended and Restated By-Laws effective February 3, 2024
- Stockholders holding at least 25% of outstanding voting shares may call a special meeting of stockholders
- Special meeting requests must include the meeting purpose, documentary proof of 25% ownership, and specified information about requesting stockholders and proposed nominees
- Business at a stockholder-requested special meeting is limited to the stated purpose, but the Board may submit additional matters
- Requests are invalid if they duplicate a matter presented within the prior 90 days or one already noticed for a pending meeting
- Requests delivered in the 90 days before the first anniversary of the prior annual meeting through the next annual meeting date are invalid
- Full bylaws are filed as Exhibit 3.1 and the cover page interactive data file as Exhibit 104
03—Questions
Frequently Asked Questions
What changed in HF Sinclair's bylaws?
The Board approved Amended and Restated By-Laws effective February 3, 2024. The main change permits stockholders holding at least 25% of outstanding voting shares to call special meetings, and the amendments add related procedural, advance notice and director nomination provisions, along with other administrative and conforming changes.
What must stockholders submit to request a special meeting?
The request must be in writing and state the specific purpose of the meeting, the matters to be acted on and the reasons for them. It must also include documentary evidence of at least 25% ownership, and information about the requesting stockholders, any beneficial owners, and any proposed nominees, as required under the advance notice and director nomination procedures.
Can the Board limit what is discussed at a stockholder-requested special meeting?
Yes, in part. Business is limited to the purpose stated in the stockholder request. However, the Board may submit additional matters to stockholders at that meeting.
When is a special meeting request considered invalid?
A request is invalid if it does not comply with the bylaws or certificate of incorporation, concerns a matter that is not a proper subject for stockholder action, or is the same or substantially similar to a matter presented within the prior 90 days or one included in a called but unheld meeting notice. It is also invalid if delivered during the period from 90 days before the first anniversary of the prior annual meeting through the next annual meeting date, or if made in violation of securities laws.
04—Continue