HF Sinclair Corp

0001915657 false Chicago Stock Exchange, Inc. 0001915657 2026-05-13 2026-05-13 0001915657 dino:NewYorkStockExchangeMember 2026-05-13 2026-05-13 0001915657 dino:NYSETexasInc.Member 2026-05-13 2026-05-13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2026 ___________________ HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 2323 Victory Avenue , Suite 1400 Dallas , TX 75219 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: ( 214 ) 871-3555 Not applicable (Former name or former address, if changed since last report) 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock $0.01 par value DINO New York Stock Exchange Common Stock $0.01 par value DINO NYSE Texas, Inc. 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 ☐ 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 5.07 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 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 thereunto duly authorized. HF SINCLAIR CORPORATION By: /s/ Eric L. Nitcher Eric L. Nitcher Executive Vice President, General Counsel Date: May 13, 2026