Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 13, 2026, HF Sinclair Corporation ("HF Sinclair") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 164,376,715 shares of HF Sinclair's common stock were present in person or represented by proxy at the Annual Meeting, representing over 91% of HF Sinclair's 180,273,453 shares of common stock outstanding and entitled to vote as of the March 16, 2026 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 HF Sinclair's definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2026 (the "Proxy Statement").
•Proposal 1 (Election of Directors): The stockholders elected all ten (10) director nominees to serve until HF Sinclair's annual meeting of stockholders in 2027, or until their earlier resignation or removal.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominee
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
Anne-Marie N. Ainsworth
|
146,617,813
|
1,038,114
|
217,960
|
16,502,828
|
|
Anna C. Catalano
|
146,193,018
|
1,457,484
|
223,385
|
16,502,828
|
|
Leldon E. Echols
|
145,420,997
|
2,247,077
|
205,813
|
16,502,828
|
|
Manuel J. Fernandez
|
147,055,317
|
624,513
|
194,057
|
16,502,828
|
|
Rhoman J. Hardy
|
146,780,596
|
897,174
|
196,117
|
16,502,828
|
|
Jeanne M. Johns
|
146,226,222
|
1,427,628
|
220,037
|
16,502,828
|
|
R. Craig Knocke
|
146,222,396
|
1,448,149
|
203,342
|
16,502,828
|
|
Robert J. Kostelnik
|
135,194,656
|
12,478,282
|
200,949
|
16,502,828
|
|
Ross B. Matthews
|
146,800,968
|
873,230
|
199,689
|
16,502,828
|
|
Franklin Myers
|
143,933,499
|
3,739,543
|
200,845
|
16,502,828
|
•Proposal 2 (Advisory Vote on the Compensation of HF Sinclair's Named Executive Officers): The stockholders approved on an advisory basis the compensation of HF Sinclair's named executive officers as disclosed in the Proxy Statement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
144,901,756
|
2,585,631
|
386,500
|
16,502,828
|
•Proposal 3 (Ratification of Appointment of Ernst & Young LLP): The stockholders ratified the appointment of Ernst & Young LLP as HF Sinclair's independent registered public accounting firm for the 2026 fiscal year.
|
|
|
|
|
|
|
|
|
|
|
For
|
Against
|
Abstain
|
|
159,658,363
|
4,306,021
|
412,331
|