01—Abstract
Summary
Summary of the 8-K filed May 13, 2026. Cited figures are marked; the original filing is the authoritative source.
HF Sinclair Corporation held its 2026 Annual Meeting of Stockholders on May 13, 2026.
A total of 164,376,715 shares, which the filing describes as over 91%a of the 180,273,453 shares outstanding and entitled to vote as of the March 16, 2026 record date, were present in person or represented by proxy. The matters voted on are described in the company's definitive Proxy Statement filed March 31, 2026. Stockholders elected all ten director nominees to serve until the 2027 annual meeting or until their earlier resignation or removal.
Robert J. Kostelnik received the most opposing votes among the nominees, with 12,478,282 against, while every nominee received a majority of votes cast in favor. Stockholders also approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement, with 144,901,756 votes for and 2,585,631 against.
Stockholders ratified the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year 2026, with 159,658,363 votes for, 4,306,021 against, and 412,331 abstaining. For investors, the filing shows no contested outcomes: all proposals were adopted, and the results reflect broad stockholder support for the board, executive pay, and the auditor.
02—Key points
Key Highlights
- Annual Meeting held May 13, 2026, with 164,376,715 shares present or represented by proxy, over 91% of the 180,273,453 shares outstanding and entitled to vote.
- All ten director nominees were elected to serve until the 2027 annual meeting or earlier resignation or removal.
- Robert J. Kostelnik drew the most opposing votes among directors, with 12,478,282 against and 135,194,656 for.
- Advisory say-on-pay proposal approved, with 144,901,756 votes for, 2,585,631 against, and 386,500 abstaining.
- Ernst & Young LLP ratified as independent registered public accounting firm for fiscal 2026, with 159,658,363 votes for and 4,306,021 against.
- Broker non-votes of 16,502,828 were recorded on the director election and say-on-pay proposals.
- Detailed proposal descriptions are in the Proxy Statement filed March 31, 2026.
03—Questions
Frequently Asked Questions
How many shares participated in the 2026 Annual Meeting?
A total of 164,376,715 shares were present in person or represented by proxy, which the filing describes as over 91% of the 180,273,453 shares of common stock outstanding and entitled to vote as of the March 16, 2026 record date.
Which directors were elected, and for what term?
All ten nominees were elected: Anne-Marie N. Ainsworth, Anna C. Catalano, Leldon E. Echols, Manuel J. Fernandez, Rhoman J. Hardy, Jeanne M. Johns, R. Craig Knocke, Robert J. Kostelnik, Ross B. Matthews, and Franklin Myers. Each will serve until the 2027 annual meeting or until earlier resignation or removal.
Did stockholders approve executive compensation?
Yes. On an advisory basis, stockholders approved the compensation of the named executive officers as disclosed in the Proxy Statement, with 144,901,756 votes for, 2,585,631 against, and 386,500 abstaining.
Was the independent auditor approved?
Yes. Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year, with 159,658,363 votes for, 4,306,021 against, and 412,331 abstaining.
Where can investors find more detail on the proposals?
The filing refers to HF Sinclair's definitive Proxy Statement, filed with the SEC on March 31, 2026, for a more detailed description of each proposal.
04—Continue