01—Abstract
Summary
Summary of the 8-K filed May 22, 2024. Cited figures are marked; the original filing is the authoritative source.
HF Sinclair Corporation (DINO) filed this Form 8-K to report the voting results of its 2024 Annual Meeting of Stockholders, held May 22, 2024.
A total of 180,757,119 shares, representing over 91%a of the 197,154,353 shares outstanding and entitled to vote as of the March 25, 2024 record date, were present in person or by proxy. The filing gives no financial results, guidance, or transaction details; its content is limited to shareholder votes. Stockholders elected all eleven director nominees to serve until the 2025 annual meeting.
Anne-Marie N. Ainsworth received 162,316,051 votes for, and Robert J. Kostelnik had the lowest support among nominees at 141,924,889 for against 22,734,369 against.
Stockholders also approved, on an advisory basis, the compensation of the named executive officers (158,260,683 for, 6,545,515 against), ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2024 (172,955,705 for, 7,485,958 against), and approved an amendment to the HollyFrontier Corporation Certificate of Incorporation to remove the pass-through voting provision (164,159,349 for, 687,604 against). The only item not approved was a stockholder proposal to let holders of a combined 25%b of common stock call a special shareholder meeting, which received 9,403,492 for and 155,307,430 against. For investors, the results indicate broad support for management's board slate, executive pay, and auditor, with the special-meeting proposal rejected by a wide margin.
02—Key points
Key Highlights
- Annual Meeting held May 22, 2024, with 180,757,119 shares present or represented, over 91% of the 197,154,353 shares outstanding and entitled to vote
- All eleven director nominees elected to serve until the 2025 annual meeting
- Advisory say-on-pay proposal approved, with 158,260,683 votes for and 6,545,515 against
- Ernst & Young LLP ratified as independent registered public accounting firm for fiscal 2024 (172,955,705 for, 7,485,958 against)
- Amendment to remove the pass-through voting provision in the HollyFrontier Certificate of Incorporation approved (164,159,349 for, 687,604 against)
- Stockholder proposal allowing holders of a combined 25% of common stock to call a special meeting was not approved (9,403,492 for, 155,307,430 against)
03—Questions
Frequently Asked Questions
How many shares participated in the 2024 Annual Meeting?
A total of 180,757,119 shares of common stock were present in person or represented by proxy, representing over 91% of the 197,154,353 shares outstanding and entitled to vote as of the March 25, 2024 record date.
Were all director nominees elected?
Yes. All eleven director nominees were elected to serve until HF Sinclair's 2025 annual meeting of stockholders, or until their earlier resignation, removal or death.
Did stockholders approve executive compensation?
Yes. Stockholders approved on an advisory basis the compensation of the named executive officers as disclosed in the Proxy Statement, with 158,260,683 votes for, 6,545,515 against, and 325,052 abstentions.
Was the stockholder proposal on calling special meetings approved?
No. The proposal giving shareholders owning a combined 25% of common stock the right to call a special shareholder meeting was not approved, receiving 9,403,492 votes for and 155,307,430 against.
What did stockholders decide on the auditor?
Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the 2024 fiscal year, with 172,955,705 votes for and 7,485,958 against.
04—Continue