Par Pacific (NYSE: PARR) investors approve pay and 2026 LTIP

Rhea-AI Filing Summary

Par Pacific Holdings, Inc. reported voting results from its 2026 Annual Meeting of Stockholders held on April 30, 2026. Stockholders elected all ten director nominees, with votes for each nominee ranging from 35,568,926 to 38,170,756, plus broker non-votes.

Stockholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 42,402,858 votes for. They also approved the advisory vote on executive compensation and chose to hold this advisory vote every year. In addition, stockholders approved the Par Pacific Holdings, Inc. 2026 Long-Term Incentive Plan, with 27,029,363 votes for and 11,233,402 votes against.

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

Highest director votes for: 38,170,756 votes Auditor ratification for votes: 42,402,858 votes Say-on-pay for votes: 37,805,222 votes +2 more

5 metrics

Highest director votes for 38,170,756 votes Votes for director nominee Eric Yeaman

Auditor ratification for votes 42,402,858 votes Ratification of Deloitte & Touche LLP for FY ending Dec. 31, 2026

Say-on-pay for votes 37,805,222 votes Advisory approval of executive compensation

2026 LTIP for votes 27,029,363 votes Approval of Par Pacific Holdings, Inc. 2026 Long-Term Incentive Plan

2026 LTIP against votes 11,233,402 votes Votes against the 2026 Long-Term Incentive Plan

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote to approve the Company’s executive compensation, advisory vote on the frequency of holding future advisory votes, +1 more

5 terms

broker non-votes financial

"Number of 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.

independent registered public accounting firm financial

"Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

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.

advisory vote to approve the Company’s executive compensation financial

"the advisory vote to approve the Company’s executive compensation"

advisory vote on the frequency of holding future advisory votes financial

"the advisory vote on the frequency of holding future advisory votes on the Company’s executive compensation"

2026 Long-Term Incentive Plan financial

"approval of the Par Pacific Holdings, Inc. 2026 Long-Term Incentive Plan"

Understanding 8-K Material Events →

false 0000821483 0000821483 2026-04-30 2026-04-30

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, 2026

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 2026 Annual Meeting of Stockholders on April 30, 2026. The following proposals were submitted to the holders of the Company’s common stock for a vote:

1. The election of ten 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, 2026;

3. The advisory vote to approve the Company’s executive compensation;

4. The advisory vote on the frequency of holding future advisory votes on the Company’s executive compensation; and

5. The approval of the Par Pacific Holdings, Inc. 2026 Long-Term Incentive 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 Silberman			37,478,177				916,566				4,324,681
Curtis Anastasio			37,962,843				431,900				4,324,681
Timothy Clossey			38,006,739				388,004				4,324,681
Philip Davidson			36,168,101				2,226,642				4,324,681
Katherine Hatcher			37,622,552				772,191				4,324,681
Patricia Martinez			35,568,926				2,825,817				4,324,681
William Monteleone			38,065,676				329,067				4,324,681
William Pate			38,003,376				391,367				4,324,681
Eric Yeaman			38,170,756				223,987				4,324,681
Aaron Zell			38,129,476				265,267				4,324,681

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, 2026:

Number of Votes Voted For			Number of Votes Voted Against				Number of Votes Abstaining				Number of Broker Non-Votes
42,402,858				174,185				142,373				4,324,681

3.         The following votes were cast on the advisory vote to approve the Company’s executive compensation:

Number of Votes Voted For			Number of Votes Voted Against				Number of Votes Abstaining				Number of Broker Non-Votes
37,805,222				432,542				156,975				4,324,681

4.           The following votes were cast on the advisory vote on the frequency of holding future advisory votes on the Company’s executive compensation:

Number of Votes for 1 Year			Number of Votes for 2 Years				Number of Votes for 3 Years				Number of Votes Abstaining				Number of Broker Non-Votes
36,226,460				258,895				1,775,411				133,975				4,324,681

5.           The following votes were cast on the approval of the Par Pacific Holdings, Inc. 2026 Long-Term Incentive Plan:

Number of Votes Voted For			Number of Votes Voted Against				Number of Votes Abstaining				Number of Broker Non-Votes
27,029,363				11,233,402				131,970				4,324,681

In accordance with the voting results listed above, the Company has determined that it will conduct an advisory vote on executive compensation every year until the next vote on the frequency of shareholder votes on the compensation of executives.

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 4, 2026				/s/ Jeffrey R. Hollis
				Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary

FAQ

What did Par Pacific (PARR) shareholders decide at the 2026 annual meeting?

Par Pacific shareholders elected all director nominees, ratified Deloitte & Touche LLP as auditor, approved executive compensation on an advisory basis, selected an annual frequency for future pay votes, and approved the 2026 Long-Term Incentive Plan, based on disclosed vote totals.

Were all Par Pacific (PARR) director nominees elected in 2026?

Yes. All ten Par Pacific director nominees were elected. Votes for each nominee ranged from 35,568,926 to 38,170,756, with additional broker non-votes reported, indicating that each candidate received more votes for than withheld in the director elections.

Did Par Pacific (PARR) shareholders ratify Deloitte & Touche as auditor?

Yes. Shareholders voted 42,402,858 shares in favor of ratifying Deloitte & Touche LLP as Par Pacific’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 174,185 against and 142,373 abstentions recorded.

How did Par Pacific (PARR) shareholders vote on executive compensation?

Shareholders approved Par Pacific’s executive compensation on an advisory basis, with 37,805,222 votes for, 432,542 against, and 156,975 abstentions, plus 4,324,681 broker non-votes. The company subsequently decided to hold this advisory vote on compensation every year.

What frequency did Par Pacific (PARR) shareholders choose for say-on-pay votes?

Par Pacific shareholders most strongly supported holding the advisory vote on executive compensation every one year, casting 36,226,460 votes for a one-year frequency. Smaller totals supported two-year and three-year options, and the company will use an annual advisory vote schedule.

Was Par Pacific’s 2026 Long-Term Incentive Plan approved by shareholders?

Yes. Par Pacific’s 2026 Long-Term Incentive Plan was approved, receiving 27,029,363 votes for, 11,233,402 votes against, and 131,970 abstentions, along with 4,324,681 broker non-votes. This approval authorizes the company’s new long-term incentive plan framework.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB