01—Abstract
Summary
Summary of the 8-K filed February 14, 2024. Cited figures are marked; the original filing is the authoritative source.
HF Sinclair Corporation (NYSE: DINO) filed this Form 8-K on February 14, 2024 to report two board-related actions and a dividend announcement.
The Board expanded from twelve to thirteen members and appointed Jeanne M. Johns as an independent director, effective February 13, 2024. Ms. Johns, 61, was formerly Chief Executive Officer and Managing Director of Incitec Pivot Ltd. (November 2017 to June 2023) and spent 30 years at BP plc in executive roles, including refinery management.
She has not yet been assigned to any Board committee, and the Board determined she meets NYSE and Rule 10A-3 independence requirements. Separately, Norman J. Szydlowski resigned from the Board under the Stockholders Agreement dated August 2, 2021; the Board accepted his resignation on February 14, 2024, effective at the 2024 Annual Meeting of Stockholders.
The filing states his resignation was not due to any disagreement with the Corporation or the Board. The filing also furnishes a press release announcing a regular quarterly dividend of $0.50a per share, up $0.05 from the prior $0.45 per share. The dividend will be paid on March 5, 2024 to holders of record on February 26, 2024.
The company's press release states this represents an 11%b increase from the prior quarter, and CEO and President Tim Go described the increase as reflecting the company's commitment to returning cash to shareholders alongside its share purchase program. Both press releases are furnished under Item 7.01 and are not deemed filed for purposes of Section 18 of the Exchange Act.
02—Key points
Key Highlights
- Board expanded from twelve to thirteen members with the appointment of Jeanne M. Johns as an independent director, effective February 13, 2024.
- Ms. Johns brings 30 years of BP plc experience, including refinery management, and prior CEO experience at Incitec Pivot Ltd. (November 2017 to June 2023).
- The Board determined Ms. Johns satisfies NYSE listing rule and Rule 10A-3 independence requirements; she has not yet been appointed to any committee.
- Norman J. Szydlowski resigned from the Board under the August 2, 2021 Stockholders Agreement, effective at the 2024 Annual Meeting; the filing states the resignation was not due to any disagreement.
- Regular quarterly dividend declared at $0.50 per share, up $0.05 from $0.45 per share, an 11% increase per the company's press release.
- Dividend is payable March 5, 2024 to stockholders of record on February 26, 2024.
- Both press releases are furnished under Item 7.01 (Regulation FD) and are not deemed filed under Section 18 of the Exchange Act.
03—Questions
Frequently Asked Questions
Who is Jeanne M. Johns and why was she appointed to the board?
Jeanne M. Johns, 61, is an independent director appointed effective February 13, 2024. She previously served as CEO and Managing Director of Incitec Pivot Ltd. from November 2017 to June 2023 and held multiple executive roles during 30 years at BP plc, including Refinery Manager at the Toledo Refinery. The company states she brings executive, board, and international business experience and refining and oil and gas expertise. Chairperson Franklin Myers said her executive and industry experience will contribute to the Board.
Is Ms. Johns independent, and will she receive board compensation?
The Board determined she satisfies the independence requirements of the NYSE listing rules and Rule 10A-3 under the Exchange Act. She will participate in the standard non-management director compensation arrangements described in the 2023 Proxy Statement filed April 6, 2023, and will enter into the company's standard indemnification agreement. She has not yet been appointed to any Board committee.
Why did Norman J. Szydlowski leave the board?
Mr. Szydlowski delivered his resignation offer on February 13, 2024 under Section 2(b) of the Stockholders Agreement dated August 2, 2021. The Board accepted it on February 14, 2024, effective at the 2024 Annual Meeting of Stockholders. The filing states his resignation was not the result of any disagreement with the Corporation or the Board. The Chairperson thanked him for his service.
What is the new dividend and when will it be paid?
The Board declared a regular quarterly dividend of $0.50 per share, an increase of $0.05 from the previous $0.45 per share. It will be paid March 5, 2024 to holders of record of common stock on February 26, 2024. The company's press release describes the increase as 11% from the prior quarter.
Are the announcements in this filing considered filed for liability purposes?
No. The filing states that the information in Item 7.01, including Exhibits 99.1 and 99.2, is furnished and not deemed filed for purposes of Section 18 of the Exchange Act, and is not incorporated by reference into Securities Act filings except where a filing specifically references it.
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