UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(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 |
Name of each exchange | ||
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2023 Annual Meeting of Stockholders on May 2, 2023. The following proposals were submitted to the holders of the Company’s common stock for a vote:
| 1. | The election of eleven 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, 2023; |
| 3. | The advisory approval of the Company’s executive compensation; and |
| 4. | The approval of the amendment to the Employee Stock Purchase Plan. |
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 |
45,667,043 | 690,270 | 4,826,341 | |||||||||
| Melvyn N. Klein |
25,078,417 | 21,278,896 | 4,826,341 | |||||||||
| Curtis V. Anastasio |
46,105,368 | 251,945 | 4,826,341 | |||||||||
| Anthony R. Chase |
40,688,931 | 5,668,382 | 4,826,341 | |||||||||
| Timothy Clossey |
46,137,165 | 220,148 | 4,826,341 | |||||||||
| Philip S. Davidson |
46,152,569 | 204,744 | 4,826,341 | |||||||||
| Walter A. Dods, Jr. |
34,929,972 | 11,427,341 | 4,826,341 | |||||||||
| Katherine Hatcher |
36,337,266 | 10,020,047 | 4,826,341 | |||||||||
| William Monteleone |
45,235,491 | 1,121,822 | 4,826,341 | |||||||||
| William C. Pate |
46,154,123 | 203,190 | 4,826,341 | |||||||||
| Aaron Zell |
46,108,426 | 248,887 | 4,826,341 | |||||||||
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, 2023:
| Number of Votes |
Number of Votes |
Number of Votes |
Number of | |||
| 50,986,345 | 185,815 | 11,494 | 0 |
3. The following votes were cast on the advisory approval of the Company’s executive compensation:
| Number of Votes |
Number of Votes |
Number of Votes |
Number of | |||
| 45,891,211 | 456,616 | 9,485 | 4,826,342 |
4. The following votes were cast on the approval of the amendment to the Employee Stock Purchase Plan:
| Number of Votes |
Number of Votes |
Number of Votes |
Number of | |||
| 46,329,510 | 17,640 | 10,163 | 4,826,341 |
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 5, 2023 | /s/ Jeffrey R. Hollis | |||||
| Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary | ||||||
Document and Entity Information |
May 02, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0000821483 |
| Document Type | 8-K |
| Document Period End Date | May 02, 2023 |
| Entity Registrant Name | Par Pacific Holdings, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-36550 |
| Entity Tax Identification Number | 84-1060803 |
| Entity Address, Address Line One | 825 Town & Country Lane |
| Entity Address, Address Line Two | Suite 1500 |
| Entity Address, City or Town | Houston |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 77024 |
| City Area Code | (281) |
| Local Phone Number | 899-4800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Security 12b Title | Common stock, $0.01 par value |
| Trading Symbol | PARR |
| Security Exchange Name | NYSE |