Document



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, 2017 (May 10, 2017)

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        ¨


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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 10, 2017, HollyFrontier Corporation (“HollyFrontier”) held its annual meeting of stockholders (“Annual Meeting”). A total of 159,229,847 shares of HollyFrontier’s common stock were present in person or by proxy at the Annual Meeting, representing approximately 90% of HollyFrontier’s 177,272,090 shares of common stock outstanding as of the March 13, 2017 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 on Schedule 14A filed with the Securities and Exchange Commission on March 23, 2017 (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 2018, or until their earlier resignation or removal.

Nominee
For
Against
Abstain
Broker Non-Vote
Douglas Y. Bech
126,132,348
2,180,449
277,466
30,639,584
George J. Damiris
126,648,915
1,750,109
191,239
30,639,584
Leldon E. Echols
126,797,299
1,517,861
275,103
30,639,584
R. Kevin Hardage
127,330,327
1,051,225
208,711
30,639,584
Michael C. Jennings
127,141,316
1,252,571
196,376
30,639,584
Robert J. Kostelnik
127,476,901
847,181
266,181
30,639,584
James H. Lee
127,011,096
1,315,184
263,983
30,639,584
Franklin Myers
120,901,032
7,431,623
257,608
30,639,584
Michael E. Rose
127,085,934
1,305,523
198,806
30,639,584

•
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
 
121,151,608
 
6,974,274
 
464,381
 
30,639,584
 

•
Proposal 3 (Advisory Vote on the Frequency of an Advisory Vote on Compensation of Named Executive Officers): The stockholders voted to conduct an advisory vote on compensation of HollyFrontier’s named executive officers every year.

Every Year
Every 2 Years
Every 3 Years
Abstain
110,251,248
740,219
16,936,957
661,839

In accordance with the voting results for this item, the HollyFrontier’s Board of Directors determined that an advisory vote to approve the compensation of HollyFrontier’s named executive officers will be conducted every year until the next stockholder advisory vote on the frequency of the advisory vote on compensation of HollyFrontier’s named executive officers.

•
Proposal 4 (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 2017 fiscal year.
 
For
 
Against
 
Abstain
 
 
156,248,141
 
1,743,939
 
1,237,767
 
 
 



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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, 2017