HF Sinclair shareholders approve 2026 meeting items

HF Sinclair Corporation reported results from its 2026 Annual Meeting of Stockholders held on May 13, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

HF Sinclair Corporation reported results from its 2026 Annual Meeting of Stockholders held on May 13, 2026. A total of 164,376,715 shares were present in person or by proxy, representing over 91% of the 180,273,453 shares outstanding and entitled to vote as of the March 16, 2026 record date.

Stockholders elected all ten director nominees to serve until the 2027 annual meeting or earlier resignation or removal. Support for individual nominees ranged from 135,194,656 to 147,055,317 votes cast "For," with additional "Against," "Abstain" and broker non-votes reported for each.

Stockholders also approved, on an advisory basis, the compensation of HF Sinclair’s named executive officers, with 144,901,756 votes "For," 2,585,631 "Against," and 386,500 "Abstain," plus 16,502,828 broker non-votes. In addition, they ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year, with 159,658,363 votes "For," 4,306,021 "Against," and 412,331 "Abstain."

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 164,376,715 shares Shares outstanding entitled to vote: 180,273,453 shares Turnout percentage: Over 91% +5 more

8 metrics

Shares represented at meeting 164,376,715 shares Present or by proxy at 2026 Annual Meeting

Shares outstanding entitled to vote 180,273,453 shares Common stock as of March 16, 2026 record date

Turnout percentage Over 91% Portion of outstanding shares represented at meeting

Executive pay advisory vote - For 144,901,756 votes Advisory vote on named executive officer compensation

Executive pay advisory vote - Against 2,585,631 votes Advisory vote on named executive officer compensation

Auditor ratification - For 159,658,363 votes Ratification of Ernst & Young LLP for 2026 fiscal year

Auditor ratification - Against 4,306,021 votes Ratification of Ernst & Young LLP for 2026 fiscal year

Broker non-votes on Proposal 2 16,502,828 votes Executive compensation advisory vote

Key Terms

Annual Meeting of Stockholders, Broker Non-Votes, advisory basis, independent registered public accounting firm

4 terms

Annual Meeting of Stockholders financial

"On May 13, 2026, HF Sinclair Corporation (“HF Sinclair”) held its 2026 Annual Meeting of Stockholders"

Broker Non-Votes financial

"Nominee | For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"The stockholders approved on an advisory basis the compensation of HF Sinclair’s named executive officers"

independent registered public accounting firm financial

"the appointment of Ernst & Young LLP as HF Sinclair’s independent registered public accounting firm for the 2026 fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did HF Sinclair (DINO) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on electing ten directors, approving executive compensation on an advisory basis, and ratifying Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year. All three proposals received sufficient support to pass.

How many HF Sinclair (DINO) shares were represented at the 2026 Annual Meeting?

A total of 164,376,715 shares of HF Sinclair common stock were present in person or represented by proxy. This represented over 91% of the 180,273,453 shares outstanding and entitled to vote as of the March 16, 2026 record date.

Were all HF Sinclair (DINO) director nominees elected in 2026?

All ten director nominees were elected to serve until the 2027 annual meeting or earlier resignation or removal. Each nominee received more votes "For" than "Against," with individual support ranging from 135,194,656 to 147,055,317 votes in favor.

Did HF Sinclair (DINO) stockholders approve executive compensation in 2026?

Yes. Stockholders approved, on an advisory basis, the compensation of HF Sinclair’s named executive officers. The vote totaled 144,901,756 "For," 2,585,631 "Against," 386,500 "Abstain," and 16,502,828 broker non-votes, as disclosed in the meeting results.

Who is HF Sinclair’s independent auditor for the 2026 fiscal year?

Ernst & Young LLP was ratified as HF Sinclair’s independent registered public accounting firm for the 2026 fiscal year. The ratification vote was 159,658,363 "For," 4,306,021 "Against," and 412,331 "Abstain" according to the Annual Meeting results.

What was the shareholder turnout percentage at HF Sinclair’s 2026 Annual Meeting?

Shareholder turnout exceeded 91% of eligible shares. Specifically, 164,376,715 shares were present or represented by proxy out of 180,273,453 shares of common stock outstanding and entitled to vote as of the March 16, 2026 record date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/13/2026 - 05:15 PM EDT

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

Source: View Original Filing on SEC EDGAR

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