01—Abstract
Summary
Summary of the 8-K filed May 15, 2025. Cited figures are marked; the original filing is the authoritative source.
On May 14, 2025, HF Sinclair Corporation held its 2025 Annual Meeting of Stockholders, at which stockholders approved the Second Amended and Restated Certificate of Incorporation.
The amended charter provides for the elimination of personal liability of certain officers for monetary damages for breach of fiduciary duty in limited circumstances, as permitted by Section 102(b)(7) of the Delaware General Corporation Law. The Corporation filed the charter with the Delaware Secretary of State on May 14, 2025. The Board had approved the charter previously, subject to stockholder approval.
A total of 173,005,153 shares were present in person or by proxy, representing over 91%a of the 188,407,394 shares of common stock outstanding and entitled to vote as of the March 17, 2025 record date. All eleven director nominees were elected to serve until the 2026 annual meeting. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, and ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2025.
The officer exculpation proposal drew the most opposition of the votes reported. It received 133,301,363 votes for, 21,973,875 against, 340,634 abstentions, and 17,389,281 broker non-votes. The filing's operative change is the charter amendment, described in full in Exhibit 3.1 and in the April 1, 2025 proxy statement on Schedule 14A.
02—Key points
Key Highlights
- Stockholders approved the Second Amended and Restated Certificate of Incorporation at the May 14, 2025 Annual Meeting, providing for officer exculpation from monetary damages for breach of fiduciary duty as permitted by DGCL Section 102(b)(7).
- The amended certificate was filed with the Delaware Secretary of State on May 14, 2025.
- 173,005,153 shares were present or represented at the meeting, over 91% of the 188,407,394 shares outstanding and entitled to vote as of the March 17, 2025 record date.
- All eleven director nominees were elected to serve until the 2026 annual meeting or until their earlier resignation or removal.
- Stockholders approved, on an advisory basis, the compensation of the named executive officers.
- Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025.
- The officer exculpation proposal received 133,301,363 votes for and 21,973,875 votes against.
03—Questions
Frequently Asked Questions
What did stockholders approve regarding the certificate of incorporation?
Stockholders approved the Second Amended and Restated Certificate of Incorporation, which provides for the elimination of personal liability of certain officers for monetary damages for breach of fiduciary duty in certain limited circumstances, as permitted by Section 102(b)(7) of the Delaware General Corporation Law.
When was the amended charter filed?
The Corporation filed the Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on May 14, 2025, the day of the Annual Meeting.
How many shares participated in the Annual Meeting?
A total of 173,005,153 shares of common stock were present in person or represented by proxy, representing over 91% of the 188,407,394 shares outstanding and entitled to vote as of the March 17, 2025 record date.
Who was elected to the Board, and how did the advisory say-on-pay vote turn out?
All eleven director nominees were elected to serve until the 2026 annual meeting or until their earlier resignation or removal. Stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement. That proposal received 149,537,804 votes for, 5,626,795 against, and 451,273 abstentions.
Where can investors find more detail on the proposals?
The Corporation's definitive proxy statement on Schedule 14A, filed with the SEC on April 1, 2025, describes each proposal, including Proposal 4 on officer exculpation. The full text of the amended certificate is filed as Exhibit 3.1 to this Form 8-K.
04—Continue