Document


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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 11, 2018 (May 9, 2018)

HOLLYFRONTIER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
001-03876
75-1056913
State or other jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
2828 N. Harwood, 
Suite 1300
Dallas, Texas
(Address of principal
executive offices)

 
75201-1507
(Zip code)

(214) 871-3555
Registrant’s telephone number, including area code
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))

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.        ¨

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Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
On May 9, 2018, HollyFrontier Corporation (“HollyFrontier”) held its annual meeting of stockholders (“Annual Meeting”). A total of 159,479,622 shares of HollyFrontier’s common stock were present in person or by proxy at the Annual Meeting, representing approximately 90% of HollyFrontier’s 177,039,839 shares of common stock outstanding and entitled to vote as of the March 12, 2018 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 HollyFrontier’s definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2018 (the “Proxy Statement”).

•
Proposal 1 (Election of Directors): The stockholders elected all ten director nominees to serve until HollyFrontier’s annual meeting of stockholders in 2019, or until their earlier death, resignation or removal.

Nominee*
For
Against
Abstain
Broker Non-Vote
Anne-Marie N. Ainsworth
137,864,661
682,995
243,068
20,688,898
Douglas Y. Bech
136,877,462
1,703,076
210,186
20,688,898
Anna C. Catalano
138,182,353
357,972
250,399
20,688,898
George J. Damiris
137,202,203
1,325,650
262,871
20,688,898
Leldon E. Echols
137,527,438
1,075,124
188,162
20,688,898
Michael C. Jennings
136,686,353
1,773,320
331,051
20,688,898
Robert J. Kostelnik
138,087,647
404,809
298,268
20,688,898
James H. Lee
137,375,499
1,117,402
297,823
20,688,898
Franklin Myers
135,798,034
2,757,524
235,166
20,688,898
Michael E. Rose
138,084,882
490,215
215,627
20,688,898

On April 10, 2018, R. Kevin Hardage withdrew his name from nomination for re-election to HollyFrontier’s Board of Directors at the Annual Meeting. Votes cast for Mr. Hardage were disregarded.

•
Proposal 2 (Advisory Vote on Compensation of Named Executive Officers): The stockholders approved on an advisory basis the compensation of HollyFrontier’s named executive officers as disclosed in the Proxy Statement.

For
 
Against
 
Abstain
 
Broker
Non-Votes
 
129,818,104
 
8,603,721
 
368,899
 
20,688,898
 


•
Proposal 3 (Ratification of the Appointment of Independent Auditor): The stockholders ratified the appointment of Ernst & Young LLP as HollyFrontier’s independent registered public accounting firm for the 2018 fiscal year.
 
For
 
Against
 
Abstain
 
 
154,485,531
 
4,710,604
 
283,487
 
 
 




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.
 
 
 
 
HOLLYFRONTIER CORPORATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Richard L. Voliva, III
 
 
 
 
Name:
Richard L. Voliva, III
 
 
 
 
Title:
Executive Vice President and Chief
Financial Officer
                
                        
Date:    May 11, 2018