SCHEDULE
14A
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
(Amendment
No. )
Check
the
appropriate box:
o
Preliminary proxy
statement.
o
Confidential, for use of the Commission
only (as permitted by Rule 14a-6(e)(2).
þ
Definitive proxy statement.
o
Definitive additional
materials.
o
Soliciting material pursuant to Rule
14a-12.
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(Name
of Registrant as Specified in Its Charter)
|
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(Name
of Person(s) Filing Proxy Statement, if other Than the Registrant)
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Payment
of filing fee (Check the appropriate box):
þ
No fee required.
o
Fee computed on table below per Exchange
Act Rules 14a-6(i)(1) and 0-11.
(1)
Title
of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined.)
(4)
Proposed maximum aggregate value of transaction:
(5)
Total
fee paid:
o
Fee paid previously with preliminary
materials.
o
Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for
which the offsetting fee was paid previously. Identify the previous filing
by
registration statement number, or the form or schedule and the date of its
filing.
(1)
Amount Previously Paid:
(2)
Form,
Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date
Filed:
To
Our
Shareholders:
Our
Board
of Directors has called and invites you to attend a Special Meeting of
Shareholders of Frontier Oil Corporation. This meeting will be held on Friday
June 9, 2006 at 10:00 a.m. Central Daylight Time in the Company’s offices
located at 10000 Memorial Drive, Suite 600, Houston, Texas.
At
this
meeting, you will be asked to authorize our Board of Directors to amend our
Restated Articles of Incorporation, as amended, for the purpose of increasing
the authorized shares of Common Stock of the Company from 90,000,000 to
180,000,000 to permit a two-for-one stock split of the Company’s Common Shares.
The enclosed Notice of Special Meeting of Shareholders and Proxy Statement
contain details about the business to be conducted at the meeting. To ensure
that your shares are represented at the meeting, we urge you to mark your
choice
on the enclosed proxy card, sign and date the card and return it promptly
in the
envelope provided.
Even
if
you plan to attend the meeting, you are requested to sign, date and return
the
proxy card in the enclosed envelope. If you attend the meeting after having
returned the enclosed proxy card, you may revoke your proxy, if you wish,
and
vote in person. If you would like to attend and your shares are not registered
in your own name, please ask the broker, trust, bank or other nominee that
holds
the shares to provide you with evidence of your share ownership.
Thank
you
for your support.
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Sincerely, |
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James
R. Gibbs
Chairman
of the Board,
President
and Chief Executive Officer
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10000
Memorial Drive, Suite 600
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
To
Our
Shareholders:
Frontier
Oil Corporation (the “Company”) will hold a Special Meeting of Shareholders in
the offices of the Company located at 10000 Memorial Drive, Suite 600, Houston,
Texas at 10:00 a.m. Central Daylight Time on Friday, June 9, 2006, for the
following purposes:
| 1. |
To
approve an amendment to the Company’s Restated Articles of Incorporation,
as amended, that will increase the number of authorized shares of
the
Company’s Common Stock from 90,000,000 to 180,000,000;
and
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| 2. |
To
act upon any other business that may properly come before the Special
Meeting or any adjournment or postponement
thereof.
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The
holders of record of the Company’s Common Stock at the close of business on May
11, 2006 are entitled to notice of and to vote at the Special Meeting with
respect to the proposal. The holders of record of at least a majority of
the
shares of Common Stock of the Company entitled to vote must be present in
person
or represented by proxy in order to hold the Special Meeting. Accordingly,
it is
important that your shares be represented at the meeting. Whether
or not you plan to attend the Special Meeting, please complete the enclosed
proxy card and sign, date and return it promptly in the enclosed postage-paid
envelope.
If you
do plan to attend the Special Meeting in person, you may withdraw your proxy
and
vote personally on all matters brought before the Special Meeting. The Board
of
Directors recommends that you vote FOR
the
proposal in number 1 set forth above. This matter is more fully described
in the
Proxy Statement accompanying this Notice.
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By
Order of the Board of Directors, |
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J.
Currie Bechtol
Vice
President-General Counsel & Secretary
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Houston,
Texas
FRONTIER
OIL CORPORATION
10000
Memorial Drive, Suite 600
PROXY
STATEMENT
FOR
A SPECIAL MEETING
SOLICITATION
AND REVOCABILITY OF PROXIES
This
Proxy Statement is furnished by the Board of Directors of Frontier Oil
Corporation (the “Company”) in connection with the solicitation of proxies for
use at a Special Meeting of Shareholders to be held at 10:00 a.m. Central
Daylight Time, on Friday, June 9, 2006 in the Company’s offices located at 10000
Memorial Drive, Suite 600, Houston, Texas, for the purposes set forth in
the
accompanying Notice of Special Meeting of Shareholders (the “Notice”) and at any
postponement or adjournment thereof.
The
shares represented by the form of proxy enclosed herewith will be voted in
accordance with the specifications noted thereon. If no choice is specified,
those shares will be voted in favor of the proposal set forth in the Notice.
The
form of proxy also confers discretionary authority with respect to amendments
or
variations to matters identified in the Notice and any other matters that
may
properly come before the meeting. This Proxy Statement and the enclosed proxy
form are first being sent to shareholders on or about May 17, 2006.
A
shareholder who has given a proxy may revoke it as to any motion on which
a vote
has not already been taken by signing a proxy bearing a later date or by
a
written notice delivered to the Secretary of the Company in care of Wells
Fargo
Bank, N.A., Shareowners Services, 161 N. Concord Exchange, S. St. Paul, MN
55075
(“Wells Fargo”) or at the offices of the Company, 10000 Memorial Drive, Suite
600, Houston, Texas 77024-3411, at any time up to the meeting or any
postponement or adjournment thereof, or by delivering it to the Chairman
of the
meeting on such date.
The
cost
of soliciting these proxies will be paid by the Company, including reimbursement
paid to brokerage firms and other custodians, nominees and fiduciaries for
reasonable costs incurred in forwarding the proxy material to and soliciting
proxies from the shareholders of record. In addition to such solicitation
and
the solicitation made hereby, certain directors, officers and employees of
the
Company may solicit proxies by fax, telephone and personal
interview.
VOTING
SECURITIES
All
shareholders of record as of the close of business on May 11, 2006 are entitled
to notice of and to vote at the Special Meeting. On May 11, 2006, the Company
had 56,621,444 shares of common stock, without par value (“Common Stock”)
outstanding.1
This
number does not include Common Stock held as treasury stock by the Company,
which is not considered outstanding. The Common Stock is the only class of
voting securities of the Company. Shareholders are entitled to one vote,
exercisable in person or by proxy, for each share of Common Stock held on
the
record date. The presence in person or by proxy of the holders of a majority
of
the issued and outstanding Common Stock is necessary to constitute a quorum
at
this meeting. In the absence of a quorum at the meeting, the meeting may
be
postponed or adjourned from time to time without notice, other than announcement
at the meeting, until a quorum is formed.
The
approval of at least a majority of the votes cast by the holders of Common
Stock
outstanding as of the record date and entitled to vote at the Special Meeting
is
required to approve the proposed amendment to the Company’s Restated Articles of
Incorporation, as amended. Abstentions are counted as “shares present” at the
meeting for purposes of determining the presence of a quorum, while broker
non-votes (which result when a broker holding shares for a beneficial owner
has
not received timely voting instructions on certain matters from such beneficial
owner) are not considered “shares present” with respect to any matter.
Abstentions will operate in the same manner as a vote against such
proposal.
Under
Wyoming law, our dissenting shareholders are not entitled to appraisal or
similar rights with respect to the proposed amendment.
1)
The
Company effected a two-for-one split of its Common Stock by a stock dividend
paid on June 17, 2005 to shareholders of record on May 23, 2005. All references
to numbers of shares in this Proxy Statement have been adjusted to reflect
this
stock split.
TO
PERMIT A TWO-FOR-ONE STOCK SPLIT
(ITEM
1
ON PROXY CARD)
General
The
Company's Restated Articles of Incorporation, as amended, currently authorizes
the issuance of 90,500,000 shares of the Company’s capital stock, of which
90,000,000 are shares of Common Stock, with no par value, and 500,000 are
shares
of Preferred Stock, with $100 par value per share. As of May 11, 2006, the
Company had a total of 56,621,444 shares of Common Stock, and no shares of
Preferred Stock, outstanding.
Description
of Proposed Amendment
The
Board
of Directors has approved, and is recommending that you vote for approval
at the
Special Meeting, an amendment to Article Six of our Restated Articles
of Incorporation, as amended, to increase the number of shares of Common
Stock
we are authorized to issue from 90,000,000 to 180,000,000 to enable the Company
to effect a two-for-one stock split (in the form of a stock dividend) of
the
shares of Common Stock. Nothing in the proposed amendment would change the
number of authorized shares of the Company’s Preferred Stock.
The
proposed amendment provides that the first paragraph of Article Six of the
existing Restated Articles of Incorporation, as amended, be further amended
to
read in its entirety as follows:
“The
aggregate number of shares of all classes of stock which the corporation
shall
have authority to issue is 180,500,000 shares consisting of and divided
into:
(i)
one
class
of 180,000,000 shares of Common Stock, no par value; and
(ii) one
class
of 500,000 shares of Preferred Stock, $100 par value per share, which may
be
divided
into and issued in Series, as hereinafter provided.”
If
the
amendment to the Restated Articles of Incorporation, as amended, is approved
by
the shareholders, we will promptly file a Certificate of Amendment with the
Secretary of State of the State of Wyoming reflecting the increase in authorized
shares. The amendment will become effective on the date the Certificate of
Amendment is accepted for filing by the Secretary of State of the State of
Wyoming.
Purposes
and Effects of the Proposed Amendment
The
proposed amendment would increase the number of shares of Common Stock that
the
Company is authorized to issue from 90,000,000 to 180,000,000. The additional
shares of Common Stock would be a part of the existing Common Stock and,
when
issued, would have the same rights and privileges as such shares of Common
Stock
currently issued and outstanding or held as treasury stock, as the case may
be.
No
additional action or authorization by the Company’s shareholders would be
necessary prior to the issuance of such additional shares, unless required
by
applicable law. Under the Company’s Restated Articles of Incorporation, as
amended, the Company’s shareholders do not have preemptive rights with respect
to its Common Stock. As a result, if the Board of Directors elects to issue
additional shares of Common Stock, existing shareholders would not have any
preferential rights to purchase such shares. The Company will apply for listing
on The New York Stock Exchange for the additional shares of Common Stock
to be
issued. If the proposed amendment is not approved by the shareholders, the
Company’s existing Restated Articles of Incorporation, as amended, will continue
in effect and the stock split will not take place.
The
primary purpose of the proposed amendment is to authorize a sufficient number
of
shares to effect a two-for-one stock split by means of a stock dividend,
pursuant to which each shareholder of record on June 19, 2006 would receive
one
additional share of Common Stock for each share of Common Stock held on that
date. The Company’s shares of Common Stock held on June 19, 2006 as treasury
stock or issuable pursuant to outstanding options or reserved for future
grants
under our Omnibus Incentive Compensation Plan will be split two-for-one in
the
same manner and at the same time as shares of issued and outstanding Common
Stock.
As
of the
close of business on May 11, 2006, 56,621,444 shares of Common Stock were
issued
and outstanding. In addition 10,445,806 shares were held by the Company as
treasury stock, and 5,392,681 shares were either issuable pursuant to
outstanding options or other equity awards or reserved for future grants
under
our Omnibus Incentive Compensation Plan.
The
Board
believes that the proposed increase to 180,000,000 authorized shares of Common
Stock is desirable so that, as the need may arise, we will have the flexibility
to issue shares of Common Stock without additional expense or delay in
connection with corporate activities that may be identified in the future.
Such
future activities may include, but are not limited to; stock dividends or
stock
splits, equity financings, making acquisitions through use of our stock,
and
adopting new or modifying current management incentive and employee benefit
plans. In addition, the Board of Directors expects that the increase in the
number of outstanding shares of Common Stock that would result from the stock
split will place the market price of the Common Stock in a range that is
more
attractive to investors and may result in a broader market for such shares.
The
approval of the stock split by the Board of Directors is subject to the approval
of the proposed amendment by the shareholders. Other than as described in
this
Proxy Statement and permitted or required under the Company’s existing Omnibus
Incentive Compensation Plan and outstanding options, the Board of Directors
has
no immediate plans, understandings, agreements or commitments to issue
additional shares of Common Stock for any purpose.
The
adoption of this proposed amendment to our Restated Articles of Incorporation,
as amended, will result in a greater number of shares of Common Stock available
for issuance. Our shareholders could therefore experience a significant
reduction in their shareholders’ interests with respect to earnings per share,
voting, liquidation value and book and market value per share if the additional
authorized shares are issued other than through a proportional issuance such
as
a stock split or stock dividend.
The
increase in the authorized number of shares of Common Stock and the subsequent
issuance of such shares could also have the effect of delaying or preventing
a
change in control of the Company without further action by our shareholders.
Shares of authorized and unissued Common Stock could be issued (within the
limits imposed by applicable law) in one or more transactions that would
make a
change in control of the Company more difficult and, therefore, less likely.
Any
such issuance of additional stock could have the effect of diluting the earnings
per share and book value per share of outstanding shares of Common Stock
and
could be used to dilute the stock ownership or voting rights of a person
seeking
to obtain control of the Company.
Subject
to shareholder approval, the proposed amendment will become effective upon
filing of a certificate setting forth the amendment with the office of the
Secretary of State of the State of Wyoming. The stock split will be effective
as
of the date of such filing. If the proposed amendment is adopted, each
shareholder of record at the close of business on June 19, 2006 would receive
one additional share of Common Stock for each share of Common Stock then
owned
of record by such shareholder. The Company will issue the additional shares
in
uncertificated form through a direct registration system and therefore a
registered shareholder will receive a statement reflecting their additional
split shares, but not a certificate unless the shareholder specifically requests
a certificate from the Company or its transfer agent. Certificates representing
shares of Common Stock may be retained by each shareholder or may be returned
to
the Company or to its transfer agent. It will not be necessary to submit
outstanding certificates for exchange. We expect that statements will be
mailed
to shareholders and shareholder records will be adjusted to reflect the stock
split soon thereafter.
Additionally,
effective with the stock split, the Board of Directors has also approved
a 50%
increase in the Company’s regular quarterly dividend to $0.03 per share ($0.12
annualized) from the current split-adjusted level of $0.02. On a pre-split
basis
the quarterly dividend would be increased from $0.04 per share to $0.06 per
share. Thus, if the proposed amendment is adopted, the Company will pay this
increased level of cash dividend on July 12, 2006 to shareholders of record
on
June 30, 2006. However, if the proposed amendment is not adopted, the Company’s
regular quarterly dividend will remain at its current level (unless the Board
of
Directors hereafter approves a change) and will be paid on July 12, 2006
to
shareholders of record on June 30, 2006.
Required
Vote
The
approval of the adoption of the amendment to our Restated Articles of
Incorporation, as amended, requires the affirmative vote of a majority of
the
outstanding shares of our Common Stock that are entitled to vote. Abstentions
and broker non-votes are not affirmative votes and, therefore, will have
the
same effect as a vote against the proposal.
Recommendation
of the Board of Directors
The
Board of Directors has unanimously approved the proposal, and unanimously
recommends that the Company's shareholders vote FOR approval of the proposal
to
amend the Company's Restated Articles of Incorporation, as amended, to increase
the authorized number of shares of Common Stock.
PRINCIPAL
SHAREHOLDERS
The
following table sets forth, as of May 11, 2006, the beneficial ownership
of the
Company’s Common Stock, with respect to each person known by the Company to be
the beneficial owner of more than five percent of the Company’s outstanding
voting securities, excluding Common Stock held by the Company:
|
Name
and Address of
Beneficial
Owner
|
Amount
and Nature of
Beneficial
Ownership
|
Percentage
of Shares of
Common
Stock (1)
|
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FMR
Corp.
82
Devonshire Street
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5,410,350
(2)
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9.6
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Putnam
LLC
One
Post Office Square
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2,987,963
(3)
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5.3
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Barclays
Global Investors, NA
45
Fremont Street
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2,962,394
(4)
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5.3
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| (2) |
FMR
Corp. has filed with the U.S. Securities and Exchange Commission
(the
“Commission”) a Schedule 13G dated February 14, 2006. Based on the filing,
Fidelity Management & Research Company (“Fidelity”), 82 Devonshire
Street, Boston, MA 02109, a wholly owned subsidiary of FMR Corp.
and an
investment adviser registered under Section 203 of the Investment
Advisers
Act of 1940, is the beneficial owner of 2,740,050 shares or 4.847%
of the
outstanding Common Stock of the Company as a result of acting as
investment adviser to various investment companies registered under
Section 8 of the Investment Company Act of 1940 (such investment
companies
collectively, the “Funds”).
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Edward
C.
Johnson 3d, Chairman of FMR Corp., and FMR Corp., through its control of
Fidelity and the funds to which it acts as investment advisor each has sole
power to dispose of the 2,740,050 shares owned by the Funds.
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Members
of the family of Edward C. Johnson 3d are the predominant owners,
directly
or through trust, of Series B shares of common stock of FMR Corp.,
representing 49% of the voting power of FMR Corp. The Johnson family
group
and all other Series B shareholders have entered into a shareholders’
voting agreement under which all Series B shares will be voted
in
accordance with the majority vote of the Series B shares. Accordingly,
through their ownership of voting common stock and the execution
of the
shareholders’ voting agreement, members of the Johnson family may be
deemed, under the Investment Company Act of 1940, to form a controlling
group with respect to FMR Corp.
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Neither
FMR Corp. nor Edward C. Johnson 3d has the sole power to vote or direct the
voting of the shares owned directly by the Funds, which power resides with
the
Funds’ boards of trustees. Fidelity carries out the voting of the shares under
written guidelines established by the Funds’ boards of trustees.
Fidelity
Management Trust Company, 82 Devonshire Street, Boston, Massachusetts 02109,
a
wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6)
of
the Securities Exchange Act of 1934 (as amended, the “1934 Act”), is the
beneficial owner of 1,974,500 shares or 3.493% of the outstanding Common
Stock
of the Company as a result of its serving as investment manager of the
institutional account(s).
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Edward
C. Johnson 3d and FMR Corp., through its control of Fidelity Management
Trust Company, each has sole dispositive power over 1,974,500 shares
and
sole power to vote or to direct the voting of 1,974,500 shares
of Common
Stock owned by the institutional account(s) as reported
above.
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Fidelity
International Limited (“FIL”), Pembroke Hall, 42 Crow Lane, Hamilton,
Bermuda, and various foreign-based subsidiaries provide investment
advisory and management services to a number of non-U.S. investment
companies and certain institutional investors. FIL, which is a
qualified
institution under Rule 13d-1(b)(1) under the 1934 Act pursuant
to an SEC
No-Action letter dated October 5, 2000, is the beneficial owner
of 695,800
shares or 1.231% of the outstanding Common Stock of the
Company.
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A
partnership controlled predominantly by members of the family of
Edward C.
Johnson 3d, Chairman of FMR Corp. and FIL, or trusts for their
benefit,
owns shares of FIL voting stock with the right to cast approximately
38%
of the total votes which may be cast by all holders of FIL voting
stock.
FMR Corp. and FIL are separate and independent corporate entities,
and
their boards of directors are generally composed of different
individuals.
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FMR
Corp. and FIL are of the view that they are not acting as a “group” for
purposes of Section 13(d) under the 1934 Act and that they are
not
otherwise required to attribute to each other the “beneficial ownership”
of securities “beneficially owned” by the other corporation within the
meaning of Rule 13d-3 promulgated under the 1934 Act. Therefore,
they are
of the view that the shares held by the other corporation need
not be
aggregated for purposes of Section 13(d).
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| (3) |
Putnam
LLC has filed with the Commission a Schedule 13G dated February 2,
2006.
Based on the filing, Putnam has shared voting power with respect
to
120,948 and shared dispositive power with respect to 2,987,963 of
the
reported shares of Common Stock.
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| (4) |
Barclays
Global Investors, NA, Barclays Global Fund Advisors and Barclays
Bank PLC
(“Barclays”) have filed jointly as a group with the Commission a Schedule
13G dated January 31, 2006. Based on the filing, Barclays has sole
voting
power with respect to 2,705,030 and sole dispositive power with respect
to
2,962,394 of the reported shares of Common
Stock.
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COMMON
STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
The
following table sets forth, as of May 11, 2006, the amount of Common Stock
beneficially owned by: (i) each director of the Company, (ii) the Chief
Executive Officer and the four most highly compensated officers other than
the
Chief Executive Officer and (iii) all directors and executive officers as
a
group.
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Name
|
Amount
and Nature of
Beneficial
Ownership
|
Percentage
of Shares of
Common
Stock (1)
|
| |
|
|
|
James
R. Gibbs (2)
|
963,455(3)
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1.7
|
|
Douglas
Y. Bech (2)
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61,594(4)
|
*
|
|
G.
Clyde Buck (2)
|
79,646(5)
|
*
|
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T.
Michael Dossey
(2)
|
46,001(6)
|
*
|
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James
H. Lee (2)
|
57,845(7)
|
*
|
|
Paul
B. Loyd, Jr. (2)
|
67,594(8)
|
*
|
|
Michael
E. Rose(2)
|
2,240(9)
|
*
|
|
Michael
C. Jennings
|
29,881(10)
|
*
|
|
W.
Paul Eisman
|
0(11)
|
*
|
|
Jon
D. Galvin
|
148,624(12)
|
*
|
|
Nancy
J. Zupan
|
99,098(13)
|
*
|
|
Directors
and executive officers as a group (14 persons)
|
1,596,650
|
2.8
|
*
Less than 1%
| (1) |
Represents
percentage of outstanding shares plus shares issuable upon exercise
of all
stock options owned by the individual listed that are currently
exercisable or that will become exercisable within 60 days of the
date for
which beneficial ownership is provided in the table, assuming stock
options owned by all other shareholders are not exercised. As of
May 11,
2006, 56,621,444 shares of Common Stock were
outstanding.
|
| (3) |
Includes
150,000 shares which Mr. Gibbs has the right to acquire under the
Company’s stock option plan within 60 days, and 6,534 shares subject to
unvested Restricted Stock Units as of the date for which beneficial
ownership is provided in the table and 34,441 unvested
shares of Restricted Stock as to which Mr. Gibbs has voting and
dispositive power. Also includes 760,558 shares subject to a variable
forward contract agreed to between Mr. Gibbs and a financial institution
on March 2, 2005. In connection therewith, Mr. Gibbs has delivered
all
such shares to a custodial account for the duration of the contract,
which
concludes in October 2007. Mr. Gibbs has no dispositive power with
respect
to such shares while they remain in the custodial account, although
he
does retain voting power with respect to such shares. At the end
of the
contract period, Mr. Gibbs will be required to either (i) deliver
a number
of such shares, determined pursuant to a predetermined formula, to
the
financial institution in exchange for an aggregate of $11,566,117
in cash,
or (ii) deliver a cash payment to the financial institution in exchange
for the return of such shares from the custodial account. Mr. Gibbs
owns
and has sole voting power with respect to 772,480 shares and sole
dispositive power with respect to 11,922
shares.
|
| (4) |
Includes
13,750 shares
which Mr. Bech has the right to acquire under the Company’s stock option
plan within 60 days, and 10,239 shares subject to unvested Restricted
Stock Units as of the date for which beneficial ownership is provided
in
the table. Mr. Bech owns and has sole voting and sole dispositive
power
with respect to 37,605 shares.
|
| (5) |
Includes
8,750 shares which Mr. Buck has the right to acquire under the Company’s
stock option plan within 60 days, and 10,118 shares subject to unvested
Restricted Stock Units as of the date for which beneficial ownership
is
provided in the table. Mr. Buck owns and has sole voting and sole
dispositive power with respect to 60,778
shares.
|
| (6) |
Includes
31,250 shares which Mr. Dossey has the right to acquire under the
Company’s stock option plan within 60 days, and 11,146 shares subject to
unvested Restricted Stock Units as of the date for which beneficial
ownership is provided in the table. Mr. Dossey owns and has sole
voting
and sole dispositive power with respect to 3,605
shares.
|
| (7) |
Includes
31,250 shares which Mr. Lee has the right to acquire under the Company’s
stock option plan within 60 days, and 10,662 shares subject to unvested
Restricted Stock Units as of the date for which beneficial ownership
is
provided in the table. Mr. Lee owns and has sole voting and sole
dispositive power with respect to 15,933
shares.
|
| (8) |
Includes
13,750 shares which Mr. Loyd has the right to acquire under the Company’s
stock option plan within 60 days, and 10,239 shares subject to unvested
Restricted Stock Units as of the date for which beneficial ownership
is
provided in the table. Mr. Loyd owns and has sole voting and sole
dispositive power with respect to 43,605
shares.
|
| (9) |
Includes
1,815 shares subject to unvested Restrict Stock Units as of the date
for
which beneficial ownership is provided in the table. Mr. Rose owns
and has
sole voting and sole dispositive power with respect to 605
shares.
|
| (10) |
Includes
23,281 unvested shares of Restricted Stock as to which Mr. Jennings
has
voting and dispositive power. Mr. Jennings owns and has sole voting
power
and sole dispositive power with respect to 6,600 shares.
|
| (12) |
Includes
40,000 shares which Mr. Galvin has the right to acquire under the
Company’s stock option plan within 60 days, and 1,888 shares subject to
unvested Restricted Stock Units as of the date for which beneficial
ownership is provided in the table and 20,307 unvested
shares of Restricted Stock as to which Mr. Galvin has voting and
dispositive power. Mr. Galvin owns and has sole voting power and
sole
dispositive power with respect to 86,429
shares.
|
|
(13)
|
Includes
33,000 shares which Ms. Zupan has the right to acquire under the
Company’s
stock option plan within 60 days, and 1,597 shares subject to unvested
Restricted Stock Units as of the date for which beneficial ownership
is
provided in the table and 20,146 unvested shares of Restricted
Stock as to
which Ms. Zupan has voting and dispositive power. Ms. Zupan owns
and has
sole voting power and sole dispositive power with respect to 44,355
shares.
|
SHAREHOLDER
PROPOSALS
Proposals
of shareholders intended to be included in the Proxy Statement relating to
the
Company’s 2007 Annual Meeting of Shareholders (the “2007 Annual Meeting”)
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (“Rule 14a-8”)
must be received by the Company no later than November 21, 2006 and must
otherwise comply with the requirements of Rule 14a-8.
Proposals
of shareholders submitted for consideration at the Company’s 2007 Annual Meeting
(outside of the Rule 14a-8 process), in accordance with the Company’s bylaws,
must be received by the Company by the later of 60 days before the 2007 Annual
Meeting or 10 days after notice of such meeting is first published. If such
timely notice of a proposal is not given, the proposal may not be brought
before
the 2007 Annual Meeting.
In
order
to provide the Company’s shareholders and other interested parties with a direct
and open line of communication to the Board of Directors, the Board of Directors
has adopted the following procedures for communications to Directors.
Any
communications to Directors of the Company should be mailed to the following
address: Investor Relations Department, Frontier Oil Corporation, 10000 Memorial
Drive, Suite 600, Houston, Texas 77024-3411. All such communications will
be
reviewed initially by the Company’s Investor Relations Department. The Investor
Relations Department will relay all such communications to the appropriate
Director or Directors, unless the Investor Relations Department determines
that
the communication: does not relate to the business or affairs of the Company
or
the functioning or constitution of the Board of Directors or any of its
committees; relates to routine or insignificant matters that do not warrant
the
attention of the Board of Directors; is an advertisement or other commercial
solicitation or communication; is frivolous or offensive; or is otherwise
not
appropriate for delivery to Directors. The Company’s Investor Relations
Department will retain copies of all communications received pursuant to
these
procedures for a period of at least one year.
The
Director or Directors who receive any such communication will have discretion
to
determine whether the subject matter of the communication should be brought
to
the attention of the full Board of Directors or one or more of its committees
and whether any response to the person sending the communication is appropriate.
Any such response will be made through the Company’s Investor Relations
Department and only in accordance with the Company’s policies and procedures and
applicable law and regulations relating to the disclosure of
information.
OTHER
BUSINESS
The
Board
of Directors does not presently intend to bring any other business before
the
Special Meeting, and, so far as is known to the Board of Directors, no matters
are to be brought before the Special Meeting except as specified in the Notice.
As to any business that may properly come before the meeting, however, it
is
intended that proxies, in the form enclosed, will be voted in respect thereof
in
accordance with the judgment of the persons voting such proxies.
MISCELLANEOUS
All
information contained in this Proxy Statement relating to the occupations,
affiliations and securities holdings of directors and officers of the Company
and their relationship and transactions with the Company is based upon
information received from directors and officers. All information relating
to
any beneficial owners of more than 5% of the Company’s Common Stock is based
upon information contained in reports filed by such owner with the
Commission.
| |
|
By
Order of the Board of Directors, |
|
|
|
| |
|
J.
Currie Bechtol
Vice
President-General Counsel & Secretary
|
| |
|
| |
|
Houston,
Texas
All
shareholders are urged to complete, sign, date and return the accompanying
proxy
card in the enclosed postage-paid envelope. Thank you for your prompt attention
to this matter.
