parr-202205030000821483false00008214832022-05-032022-05-03
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 3, 2022
Par Pacific Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| 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)
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 |
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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | 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)) |
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| ☐ | 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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2022 Annual Meeting of Stockholders on May 3, 2022. 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; and
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, 2022.
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...................... | | 48,853,779 | | | 340,567 | | | 4,030,988 | |
| Melvyn N. Klein............................ | | 35,562,169 | | | 13,632,177 | | | 4,030,988 | |
| Curtis V. Anastasio......................... | | 49,034,505 | | | 159,841 | | | 4,030,988 | |
| Anthony R. Chase | | 47,705,506 | | | 1,488,840 | | | 4,030,988 | |
| Timothy Clossey............................ | | 49,018,961 | | | 175,385 | | | 4,030,988 | |
| L. Melvin Cooper........................... | | 48,931,298 | | | 263,048 | | | 4,030,988 | |
| Philip S. Davidson | | 49,065,474 | | | 128,872 | | | 4,030,988 | |
| Walter A. Dods, Jr.......................... | | 38,331,261 | | | 10,863,085 | | | 4,030,988 | |
| Katherine Hatcher.......................... | | 47,240,739 | | | 1,953,607 | | | 4,030,988 | |
| William Monteleone...................... | | 48,240,327 | | | 954,019 | | | 4,030,988 | |
| William C. Pate.............................. | 49,055,005 | | 139,341 | | 4,030,988 | |
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, 2022:
| | | | | | | | | | | | | | | | | | | | |
| Number of Votes Voted For | | Number of Votes Voted Against | | Number of Votes Abstaining | | Number of Broker Non-Votes |
| 53,134,734 | | | 88,613 | | | 1,987 | | | 0 |
SIGNATURES
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.
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| | | | Par Pacific Holdings, Inc. |
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Dated: | May 6, 2022 | | | /s/ Jeffrey R. Hollis |
| | | | Jeffrey R. Hollis |
| | | | Vice President, General Counsel and Secretary |