false 0000821483 0000821483 2024-04-30 2024-04-30
 
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): April 30, 2024
 
 
Par Pacific Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
  
1-36550
  
84-1060803
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
 
825 Town & Country Lane, Suite 1500
  
Houston,
Texas
77024
(Address of principal executive offices)
(Zip Code)
 
(281) 899-4800
(Registrant’s telephone number, including area code)
 
(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 (see General Instruction A.2. below):
 
 
☐
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Class
Trading Symbol(s)
Name of each exchange of which registered
Common stock, $0.01 par value
PARR
New York Stock Exchange
 
 
 
 
Item 5.07          Submission of Matters to a Vote of Security Holders.
 
The Company held its 2023 Annual Meeting of Stockholders on April 30, 2024. The following proposals were submitted to the holders of the Company’s common stock for a vote:
 
 
1.
The election of twelve nominees to the Board of Directors;
 
 
2.
The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and
 
 
3.
The approval of an amendment to the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.
 
The results of such votes were as follows:
 
 
1.
The following votes were cast in the election of the Board of Directors:
 
Name of Nominee
  
Number of Votes
Voted For
  
Number of Votes
Withheld
  
Number of Broker
Non-Votes
Robert S. Silberman         
  
45,597,471
  
875,973
  
2,506,610
Melvyn N. Klein         
  
29,242,819
  
17,230,625
  
2,506,610
Curtis V. Anastasio         
  
46,109,082
  
364,362
  
2,506,610
Anthony R. Chase          
  
31,483,384
  
14,990,060
  
2,506,610
Timothy Clossey         
  
46,125,485
  
347,959
  
2,506,610
Philip S. Davidson          
  
44,014,969
  
2,458,475
  
2,506,610
Katherine Hatcher          
  
31,745,268
  
14,728,176
  
2,506,610
Patricia Martinez         
  
46,349,940
  
123,504
  
2,506,610
William Monteleone         
  
46,130,084
  
343,360
  
2,506,610
William C. Pate         
  
46,130,341
  
343,103
  
2,506,610
Eric Yeaman         
  
46,319,692
  
153,752
  
2,506,610
Aaron Zell          
  
46,349,762
  
123,682
  
2,506,610
 
 
2.
The following votes were cast in the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
 
Number of Votes
Voted For
  
Number of Votes
Voted Against
  
Number of Votes
Abstaining
  
Number of
Broker Non-Votes
48,475,578
  
499,025
  
5,451
  
0
 
 
3.
The following votes were cast on the approval of an amendment to the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation:
 
Number of Votes
Voted For
  
Number of Votes
Voted Against
  
Number of Votes
Abstaining
  
Number of
Broker Non-Votes
44,252,851
  
2,214,891
  
5,699
  
2,506,613
 
 
 
 
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.
 
           
       
Par Pacific Holdings, Inc.
  
       
Dated: May 2, 2024
      
/s/ Jeffrey R. Hollis
  
       
Jeffrey R. Hollis
Senior Vice President, General Counsel, and Secretary