Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 33K
6: R1 Document and Entity Information Document HTML 46K
9: XML IDEA XML File -- Filing Summary XML 11K
7: XML XBRL Instance -- dino-20220719_htm XML 21K
8: EXCEL IDEA Workbook of Financial Reports XLSX 8K
3: EX-101.DEF XBRL Definitions -- dino-20220719_def XML 38K
4: EX-101.LAB XBRL Labels -- dino-20220719_lab XML 78K
5: EX-101.PRE XBRL Presentations -- dino-20220719_pre XML 38K
2: EX-101.SCH XBRL Schema -- dino-20220719 XSD 11K
10: JSON XBRL Instance as JSON Data -- MetaLinks 13± 19K
11: ZIP XBRL Zipped Folder -- 0001915657-22-000032-xbrl Zip 19K
Registrant’s telephone number, including area code: (i214) i871-3555
Not applicable
(Former
name or former address, if changed since last report)
Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock
$0.01 par value
iDINO
iNYSE
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.
On July 20, 2022, Thomas G. Creery, President, Renewables of HF Sinclair Corporation (the “Corporation”) and President and Chief Executive Officer of HollyFrontier Refining & Marketing LLC, notified the Board of Directors of the Corporation (the “Board”) that he will retire from all officer positions and as an employee of the Corporation and its subsidiaries effective July 31, 2022. Mr.
Creery’s responsibilities will be assumed by Michael C. Jennings, Chief Executive Officer of the Corporation, effective July 29, 2022.
In connection with his retirement, the Compensation Committee of the Board approved a prorated bonus of $650,000 based on Mr. Creery’s actual months of employment during the Corporation’s current performance period (the “Prorated Performance Period”) and based on Mr. Creery’s performance and the estimated performance of the Corporation through the Prorated Performance Period. Mr. Creery’s equity awards that remain unvested as of July 31, 2022 will vest in accordance with the retirement terms in the applicable award agreements, which provide for pro rata vesting equal to the percentage of time he was employed during
the applicable vesting period with the pro rata vesting of outstanding performance share units to be calculated based on the target number of performance share units awarded. Mr. Creery’s change in control agreement with the Corporation will terminate on July 31, 2022.
In addition, as a result of his expertise, his history with the Corporation, his involvement in current projects and the need to orderly transition his duties and knowledge, Mr. Creery will provide consulting services to the Corporation for a period of six months following his retirement (the “Consulting Period”). The terms of this consulting arrangement are included in a Retirement Agreement and Release entered into by and between the Corporation, HollyFrontier Refining & Marketing LLC, HollyFrontier Renewables Holding Company
LLC, HollyFrontier Payroll Services, Inc. and Mr. Creery, to be effective as of August 1, 2022 (the “Agreement”). Pursuant to the Agreement, Mr. Creery will receive a retainer payment of $100,000 per calendar month to provide up to 40 hours of services per month to the Corporation and its subsidiaries as requested by the Corporation from time to time. The Agreement also includes non-disparagement and confidentiality covenants, as well as non-solicitation and non-compete covenants for the Consulting Period.
The Agreement can be terminated at any time, with or without cause, by either party upon written notice. If the Corporation terminates the retainer arrangements without “cause” (as defined in the
Agreement) or if Mr. Creery terminates the Agreement due to an act of cause by the Corporation, in each case on or prior to the expiration of the Consulting Period, the Corporation shall pay Mr. Creery the unpaid retainer payment, at $100,000 per month (pro-rated for partial months), for each month until the expiration of the Consulting Period.
SIGNATURE
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.
