DEF 14A

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DEF 14A 1 d306676ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:



☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

HF SINCLAIR CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☑		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

2022

NOTICE OF ANNUAL MEETING

AND PROXY STATEMENT

Wednesday, June 8, 2022, 8:30 a.m. Central Daylight Time

http://www.virtualshareholdermeeting.com/DINO2022

LOGO

Dear Fellow Stockholders,

On behalf of the Board, I am pleased to invite you to the HF Sinclair Corporation (“HF Sinclair” or the “Company”) 2022 Annual Stockholders’ Meeting, which will be held on Wednesday, June 8, 2022 at 8:30 a.m., Central Daylight Time. The Annual Meeting will be held in a virtual meeting format only, via webcast at www.virtualshareholdermeeting.com/DINO2022.

Last year was transformative for us. In 2021, our business and employees were resilient and our perseverance paid off as our business continued on its path to recovery. Our team met challenges head on, drawing on the lessons we learned in 2020 to operate our facilities safely, efficiently and responsibly in the context of the global pandemic.

That transformation continues in 2022. On March 14, 2022, HollyFrontier Corporation (“HollyFrontier”) and Holly Energy Partners, L.P. (“HEP”) announced the establishment of HF Sinclair (NYSE: DINO) as the new parent holding company of HollyFrontier and HEP and the completion of their respective acquisitions of Sinclair Oil and Sinclair Transportation Company (the “Sinclair Transactions”) from The Sinclair Companies (now known as REH Company and also referred to herein as “Sinclair”). At market open on March 15, 2022, HF Sinclair replaced HollyFrontier as the public company trading on the New York Stock Exchange, and commenced trading under the ticker symbol “DINO.”

Executing Our Growth Strategy

In 2021, we delivered strong financial and safety performance, executed several significant maintenance turnarounds at our facilities, closed on our acquisition of the Puget Sound refinery and announced our plans to acquire the Sinclair refining, renewables, marketing and midstream businesses. Through the prioritization of disciplined investment and focused execution, we are building on our momentum as we advance our strategic initiatives to strengthen the business and create compelling value for our shareholders.

We remained focused on executing our strategic business initiatives to drive continued growth, including:

•

The completion and integration of our Puget Sound refinery acquisition in November 2021, which positions HF Sinclair in the premium West Coast region, increases the scale and geographic footprint of our refining operations, and provides upside earnings potential to HF Sinclair.

•

The completion of the conversion of our Cheyenne refinery into a renewable diesel unit (“RDU”) facility in the fourth quarter of 2021, marking the first step in the launch of our Renewables segment. The Cheyenne RDU and Artesia pre-treatment unit (“PTU”) are now fully operational and we are producing renewable diesel. The RDU at our facility in Artesia, New Mexico is expected to be operational in the second quarter of 2022.

•

The diversification and scaling of our asset base with the acquisition of Sinclair’s branded marketing, renewable diesel, refining and midstream businesses. We believe this transaction will strengthen our financial position with earnings, cash flow and free cash flow accretion within the first full year, and enable the Company to increase returns to shareholders while we deepen our commitment to ESG and sustainability.

Expanding Our Values

At HF Sinclair, our unrelenting focus on safety and reliability drives operational excellence while protecting the well-being of our workforce, communities and the environment. Although we operate many facilities and lines of business around the world, we are united through our “One HF Sinclair Culture,” which is underpinned by our core values: Safety, Integrity, Teamwork, Ownership, and Inclusion.

As part of our commitment to continually evolve our culture, in 2021, we added our fifth value—Inclusion. This addition supports our belief that as an organization ‘what makes each of us different, together makes us stronger’ and reflects our desire to foster a work environment in which employees feel valued and included in decisions, opportunities and challenges. Becoming more inclusive in all areas of our organization is an imperative and going forward inclusivity will be incorporated into the development opportunities we offer to employees across the company.

Safety is always a top priority and we achieved a 28% reduction in employee injury rates as well as a 24% reduction in API Tier 1 process safety incidents in 2021. In 2021, our HEP segment reached a milestone of passing the one millionth consecutive employee hour without any occupational injury or illness involving days away from work.

Setting a Carbon Reduction Goal

We are steadfast in our goals to protect the environment. We launched an internal initiative to establish a company-wide greenhouse gas (GHG) emission intensity reduction goal, a step toward advancing our overall GHG emissions strategy and driving our future sustainability activities. We look forward to updating you on this initiative in our 2021 Sustainability Report.

Looking Ahead

In 2022, our focus remains on generating high returns improving refinery reliability, progressing our transition into renewables and integrating our acquired businesses while operating safely and efficiently. In addition, we will continue enhancing our environmental and sustainability performance and allocating capital in ways that reflect our stockholders’ best interests.

On behalf of our Board and our employees, thank you for your trust and investment in HF Sinclair.

LOGO

Michael C. Jennings

Chief Executive Officer

LOGO

April 25, 2022

NOTICE OF 2022 ANNUAL MEETING

AND PROXY STATEMENT

Dear Stockholder:

You are invited to attend the Annual Meeting of stockholders of HF Sinclair Corporation (the “Company”). The 2022 Annual Stockholders’ Meeting (“Annual Meeting”) will be held in a virtual meeting format only, via live audio webcast as shown below.

Information about the meeting is presented in the following proxy statement. The proxy statement and the form of proxy are being first made available to stockholders on or about April 25, 2022. Please read the enclosed information and our 2021 Annual Report carefully before voting your proxy.

On March 14, 2022, the Company became the successor issuer to, and parent holding company of, HollyFrontier Corporation (“HollyFrontier”), pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, and a holding company merger in which all of HollyFrontier’s outstanding shares were automatically converted into equivalent corresponding shares of the Company. On March 15, 2022, the Company assumed HollyFrontier’s listing on the New York Stock Exchange and began trading under the symbol “DINO”.

The Annual Meeting will be held in a virtual meeting format only, via webcast at www.virtualshareholdermeeting.com/DINO2022. You will not be able to attend the Annual Meeting physically in person. You will be able to attend and listen to the Annual Meeting online, submit questions and vote your shares electronically during the virtual Annual Meeting. As always, we encourage you to vote your shares prior to the virtual Annual Meeting. In order to attend and vote or submit questions at the Annual Meeting, please follow the instructions in the section titled “General Information—Additional Information About the Virtual Annual Meeting” on page 86.

To participate in the virtual Annual Meeting, you will need the 16-digit control number included on your proxy card, voting instruction form or notice of internet availability. The virtual Annual Meeting will begin promptly at 8:30 a.m., Central Daylight Time, on June 8, 2022. We encourage you to access the virtual Annual Meeting prior to the start time. Online access and check-in will begin at 8:15 a.m., Central Daylight Time. Participants should allow plenty of time to log in and to make sure that they can hear streaming audio prior to the start of the virtual Annual Meeting.

Your vote is important to us. Whether or not you plan to attend the virtual Annual Meeting, please sign, date and return the proxy card (if you have requested a paper copy of the proxy materials) or vote using the internet or telephone voting procedures described on the Notice of Internet Availability.

Thank you for your continued support of the Company. We look forward to your participation at our virtual Annual Meeting.

LOGO

Vaishali S. Bhatia

Senior Vice President, General Counsel and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 8, 2022. We have elected to take advantage of the U.S. Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders on the internet. These rules allow us to provide information our stockholders need while lowering the costs of delivery and reducing the environmental impact of our annual meeting. The Company’s Notice of Annual Meeting, Proxy Statement and 2021 Annual Report to stockholders are available on the internet at www.proxyvote.com.

TABLE OF CONTENTS


Proxy Statement Summary			1

Election of Directors (Proposal 1)			8
Director Nominee Skills, Experience and Diversity Matrix			9

Corporate Governance			18
Board Leadership Structure			18
Board and Committee Evaluations			19
Board Oversight of Risk Management			19
Director Independence			20
Director Nominations			20
Communications with the Board			22
Code of Conduct			22

The Board, Its Committees and Its Compensation			23
The Board			23
Board Committees			23
Director Compensation			27
Director Compensation Table			30

Advisory Vote on the Compensation of Our Named Executive Officers (Proposal 2)			31

Executive Officers			32

Compensation Discussion and Analysis			34
Executive Summary			34
Philosophy and Objectives of Executive Compensation Program			37
Components of Our Executive Compensation Program During 2021			38
Role of Compensation Committee in Establishing Compensation			41
Role of Executive Officers in Establishing Compensation			41
Role of Compensation Committee Consultant in Establishing Compensation			41
Market Review			42
2021 Executive Compensation Decisions			42
2022 Executive Compensation Decisions			53

Compensation Committee Report			56

Executive Compensation			57
Summary Compensation Table			57
All Other Compensation			58
2021 Grants of Plan-Based Awards			59
Outstanding Equity Awards at Fiscal Year End			60
Option Exercises and Stock Vested			61
Pension Benefits			62
Nonqualified Deferred Compensation			62
Potential Payments Upon Termination or Change in Control			65
Compensation Practices and Risk Management			70
CEO Pay Ratio			70

Stock Ownership			72
Directors and Named Executive Officers			72
Five Percent Holders			73

Equity Compensation Plan Information			75

Certain Relationships and Related Person Transactions			76

Ratification of Appointment of Ernst & Young LLP (Proposal 3)			79

Independent Public Accountants			80

Audit Committee Report			81

Stockholder Proposal for Shareholder Right to Call a Special Shareholder Meeting (Proposal 4)			82


Compensation Committee Interlocks and Insider Participation			85

Delinquent Section 16(a) Reports			85

General Information			86
Purpose, Place, Date and Time			86
Additional Information About the Virtual Annual Meeting			86
Internet Availability of Proxy Materials			87
Voting Rights and Proxy Information			87

Additional Information			91

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not include all of the information you should consider, and we encourage you to read the entire proxy statement and our 2021 Annual Report carefully before voting. The proxy statement and the form of proxy are being first made available to stockholders on or about April 25, 2022.

On March 14, 2022, HollyFrontier and Holly Energy Partners, L.P. (“HEP”) announced the establishment of HF Sinclair Corporation (“HF Sinclair”) as the new parent holding company of HollyFrontier and HEP and their subsidiaries, and the completion of their respective acquisitions (collectively, the “Sinclair Transactions”) of Sinclair Oil and Sinclair Transportation Company from The Sinclair Companies (now known as REH Company and also referred to herein as “Sinclair”). Pursuant to that certain Business Combination Agreement, dated as of August 2, 2021 (as amended on March 14, 2022, the “Agreement”), by and among HollyFrontier, HF Sinclair, Hippo Merger Sub, Inc., a wholly-owned subsidiary of HF Sinclair (“Parent Merger Sub”), Sinclair and Hippo Holding LLC, a wholly-owned subsidiary of Sinclair (the “Target Company”), HF Sinclair completed its previously announced acquisition of the Target Company by effecting (a) a holding company merger in accordance with Section 251(g) of the Delaware General Corporation Law whereby HollyFrontier merged with and into Parent Merger Sub, with HollyFrontier surviving such merger as a direct wholly-owned subsidiary of HF Sinclair (the “HFC Merger”) and (b) immediately following the HFC Merger, a contribution whereby Sinclair contributed all of the equity interests of the Target Company to HF Sinclair in exchange for shares of HF Sinclair, resulting in the Target Company becoming a direct wholly-owned subsidiary of HF Sinclair. HF Sinclair issued 60,230,036 shares of HF Sinclaircommon stock, par value $.01 per share, to Sinclair, representing 27% of the pro forma equity of HF Sinclair as of March 14, 2022. At the effective time of the HFC Merger, HollyFrontier became a wholly-owned subsidiary of HF Sinclair, and HF Sinclair replaced HollyFrontier as the public company trading on the New York Stock Exchange (“NYSE”) under the symbol “DINO” on March 15, 2022.

In this proxy statement both “HF Sinclair” and the “Company” refer to HF Sinclair Corporation and its consolidated subsidiaries, unless the context indicates otherwise, and for all time periods after March 14, 2022, “HollyFrontier” refers to HollyFrontier Corporation, a wholly-owned subsidiary of, and the predecessor issuer to, the Company.

Annual Meeting of Stockholders


Date:	Wednesday June 8, 2022	Who Can Vote: Stockholders of record at the close of business on April 14, 2022 are entitled to receive notice of, and vote at, the virtual Annual Meeting. How to Vote: If you are a stockholder of record, you may vote electronically during the Annual Meeting or by proxy using any of the following methods:
Time:	8:30 a.m. Central Daylight Time
Place:	Online at www.virtualshareholdermeeting.com /DINO2022


		By Internet Visit www.proxyvote.com	By Telephone Call toll-free 1-800-690-6903 within the U.S. or Canada	By Mail Complete, sign and date the proxy card and return the proxy card in the prepaid envelope
Record Date:	April 14, 2022

2022 Proxy Statement 1

Agenda and Voting Recommendations


Proposal		Voting Standard	Effect of Broker Non-Votes and Abstentions	Board’s Recommendation	Page
1	Elect 11 directors to hold office until the Company’s 2023 annual meeting of stockholders	Affirmative vote of a majority of the votes cast on the matter	Abstentions and broker non-votes are not considered votes cast and will have no effect	FOR all nominees	8

2	Approve, on an advisory basis, the compensation of the Company’s named executive officers	Affirmative vote of a majority of the votes cast on the matter	Abstentions and broker non-votes are not considered votes cast and will have no effect	FOR	31

3	Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year	Affirmative vote of a majority of the votes cast on the matter	Abstentions are not considered votes cast and will have no effect	FOR	79

4	Consider stockholder proposal for shareholder right to call a special shareholder meeting, if properly presented at the Annual Meeting	Affirmative vote of a majority of the votes cast on the matter	Abstentions and broker non-votes are not considered votes cast and will have no effect	AGAINST	82

2 HF Sinclair Corporation

Board Nominees

For the 2022 Annual Meeting of Stockholders (“Annual Meeting”), our Board recommends the eleven Board nominees listed below. Our Board takes into account many factors when assessing the qualifications for each Board nominee. Please see the section titled “Corporate Governance—Director Nominations—Qualifications” on pages 20-21 for a discussion of factors considered, as well as the “Director Skills, Experience and Diversity Matrix” on pages 9-10. All references to a director’s service on the Board or its committees, or employment with the Company, prior to March 14, 2022 shall mean service on HollyFrontier’s Board of Directors or committees, or employment with HollyFrontier, as applicable.

Director Nominee Facts

out of 11 director

nominees are

independent

director nominees

are women

director nominees are ethnically diverse

6.50 years*

average tenure of

independent director

nominees

64.5*

average age of director nominees

*	As of April 14, 2022.

Committee Memberships

Name(1)

Age

Director
Since

Independent

Audit

Compensation

Nominating,
Governance

and Social
Responsibility

Environmental,
Health, Safety,
and Public
Policy

Finance

Executive

Franklin Myers

Senior Advisor of Quantum Energy Partners and Chairperson of the Board of HF Sinclair Corporation

2011

✓

Chairperson

Michael C. Jennings

CEO of HF Sinclair Corporation and CEO of Holly Logistic Services, L.L.C.

2011

✓

Anne-Marie N. Ainsworth

Former President and Chief Executive Officer of the general partner of Oiltanking Partners, L.P. and of Oiltanking Holding Americas, Inc.

2017

✓

Chairperson

✓

Anna C. Catalano

Former Group Vice President, Marketing, for BP plc

2017

✓

Leldon E. Echols

Former Executive Vice President and Chief Financial Officer of Centex Corporation

2009

✓

Financial
Expert

Chairperson

✓

Manuel J. Fernandez

Former Managing Partner of KPMG’s Dallas office

2020

✓

Chairperson,

Financial
Expert

✓

R. Craig Knocke

Director of Turtle Creek Trust Company, Chief Investment Manager and Portfolio Manager of Turtle Creek Management, LLC, Principal and a non-controlling manager and member of TCTC Holdings, LLC

2019

✓

Robert J. Kostelnik

Principal at Glenrock Recovery
Partners, LLC

2011

✓

Chairperson

✓

2022 Proxy Statement 3

Committee Memberships

Name(1)

Age

Director
Since

Independent

Audit

Compensation

Nominating,
Governance

and Social
Responsibility

Environmental,
Health, Safety,
and Public
Policy

Finance

Executive

James H. Lee

Managing General Partner and Principal Owner of Lee, Hite & Wisda Ltd.

2011

✓

Chairperson

Ross B. Matthews

Chief Operating Officer of REH Company (formerly known as The Sinclair Companies)

8:30 a.m.

Central Daylight Time

Wednesday,

June 8, 2022

Items of Business

• Election of 11 directors to hold office until the 2023 annual meeting of stockholders

• Approval, on an advisory basis, of the compensation of the Company’s named executive officers

• Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year

• Consideration of a stockholder proposal for shareholder right to call a special shareholder meeting, if properly presented at the Annual Meeting

Where:

Online at

www.virtualshareholdermeeting.com

/DINO2022

Who Can Vote

Stockholders of record at the close of business on April 14, 2022 are entitled to receive notice of, and vote at, the Annual Meeting.

SEC Form DEF 14A filed by HF Sinclair Corporation