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__________________
Item 5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below in Item 5.07, at the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of HollyFrontier Corporation (the “Company”), the Company’s stockholders approved the First Amendment (the “First Amendment”) to the HollyFrontier Corporation Omnibus Incentive Compensation Plan (the “Omnibus Plan”) and the Fourth Amendment (“Fourth Amendment” and, together with the First Amendment, the “Amendments”) to the
HollyFrontier Corporation Long-Term Incentive Compensation Plan (the “LTIP” and, together with the Omnibus Plan, the “Plans”), in each case, which sets forth the material terms of the respective Plan for purposes of complying with certain requirements of Section 162(m) of the Internal Revenue Code and the regulations thereunder. The Amendments, which became effective as of May 13, 2015, do not increase the number of shares available, or the maximum amount of compensation that may be paid to an individual each year, under either Plan and do not change the employees eligible to receive compensation under either Plan; however, the Amendments do add additional business criteria that may be utilized in setting performance goals under the Plans.
Descriptions of the material provisions
of the Omnibus Plan and of the LTIP were included in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on March 26, 2015. In addition, the foregoing summary of the Amendments is qualified in its entirety by reference to the full text of the First Amendment and the Fourth Amendment, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual
Meeting was held on May 13, 2015. A total of 168,715,877 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, representing approximately 86.44% of the Company’s shares outstanding as of the March 16, 2015 record date. The matters submitted for a vote and the related results are set forth below. A more detailed description of each proposal is set forth in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on March 26, 2015.
Proposal
1: Election of Directors. The stockholders elected all nine director nominees to serve until the Company’s next annual meeting.
Nominee
For
Against
Abstain
Broker Non-Vote
Douglas Y. Bech
132,168,158
5,983,101
211,463
30,353,155
Leldon
E. Echols
134,376,738
3,778,153
207,831
30,353,155
R. Kevin Hardage
135,390,198
2,763,201
209,323
30,353,155
Michael C. Jennings
132,655,252
4,941,189
766,281
30,353,155
Robert
J. Kostelnik
135,266,966
1,460,250
1,635,506
30,353,155
James H. Lee
134,809,034
3,343,999
209,689
30,353,155
Franklin Myers
132,214,001
4,604,837
1,543,884
30,353,155
Michael
E. Rose
137,695,041
458,362
209,319
30,353,155
Tommy A. Valenta
137,396,100
756,920
209,702
30,353,155
Proposal 2: Advisory Vote on the Compensation of the Company’s Named Executive Officers. The stockholders
approved, on an advisory basis, the compensation of the Company’s named executive officers.
For
Against
Abstain
Broker Non-Vote
130,231,585
7,518,748
612,389
30,353,155
Proposal
3: Ratification of the Appointment of Ernst & Young LLP. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s registered public accounting firm for the 2015 fiscal year.
For
Against
Abstain
167,439,306
1,000,166
276,405
Proposal
4: Amendment setting forth the Material Terms of the Omnibus Incentive Compensation Plan. The stockholders approved the amendment setting forth the material terms of the Omnibus Incentive Compensation Plan for purposes of complying with certain requirements of Section 162(m) of the Internal Revenue Code.
For
Against
Abstain
Broker Non-Vote
136,108,947
1,815,656
438,119
30,353,155
Proposal
5: Amendment setting forth the Material Terms of the Long-Term Incentive Compensation Plan. The stockholders approved the amendment setting forth the material terms of the Long-Term Incentive Compensation Plan for purposes of complying with certain requirements of Section 162(m) of the Internal Revenue Code.
For
Against
Abstain
Broker Non-Vote
135,676,716
2,162,520
523,486
30,353,155
Proposal
6: Stockholder Proposal – Sustainability Report. The stockholders did not approve a stockholder proposal regarding a sustainability report describing the Company’s environmental, social and governance (ESG) performance and goals.
For
Against
Abstain
Broker Non-Vote
37,893,128
83,687,813
16,781,781
30,353,155
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
First Amendment to the HollyFrontier Corporation Omnibus Incentive Compensation Plan.
10.2
Fourth Amendment to the HollyFrontier
Corporation Long-Term Incentive Compensation Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
