Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
HollyFrontier Corporation (the "Corporation") has appointed Timothy Go as
Executive Vice President and Chief Operating Officer effective after the
completion of his departure from his current employer, which is expected to
occur no later than July 10, 2020.
Mr. Go, 53, currently serves as Chief Executive Officer of the general partner
of Calumet Specialty Products Partners, L.P., a position he has held since
January 2016. Prior to joining Calumet, Mr. Go served as Vice President,
Operations of Flint Hills Resources, LP, a wholly owned subsidiary of Koch
Industries, Inc., from July 2012 through September 2015 and as Vice President,
Operations Excellence of Flint Hills Resources, LP from June 2011 through July
2013. Mr. Go served as Managing Director, Operations Excellence from August 2008
through 2011 of Koch Industries, Inc. Prior to joining Koch Industries, Mr. Go
held various roles of increasing responsibility in downstream operations during
his 18 years at ExxonMobil Corporation.
The Compensation Committee of the Board of Directors of the Corporation approved
the following compensation for Mr. Go, effective on his employment date: a base
salary of $750,000 and a target bonus of 100% of his base salary (with a maximum
limit of 200% of base salary), with his bonus to be based on the Corporation's
performance and his individual performance and prorated based on the number of
days between Mr. Go's employment date and the end of the Corporation's current
performance cycle. In addition, on his employment date, Mr. Go will receive an
annual long-term incentive award with a grant date value of $833,333, which is a
prorated amount to reflect the number of months in 2020 that the Corporation
expects Mr. Go to provide services. The award will be granted in restricted
stock units. The restricted stock units will vest in 1/3 increments on each
anniversary of Mr. Go's employment date, subject to Mr. Go's continued
employment with the Corporation on each such vesting date. In order to
compensate Mr. Go for compensation forfeited with his current employer, Mr. Go
will receive a sign-on bonus of $1,000,000 in cash and $1,000,000 in restricted
stock units. The restricted stock units will vest in full on the first
anniversary of his employment date, subject to Mr. Go's continued employment
with the Corporation on such vesting date. Mr. Go will enter into the
Corporation's previously disclosed form of Change in Control Agreement and
Indemnification Agreement, and he will be eligible for the same plans, policies
and programs offered and available to other executive-level employees of the
Corporation at any given time, including time-based and performance-based equity
compensation awards pursuant to the Corporation's long term incentive plan.
There are no arrangements or understandings between Mr. Go and any other person
pursuant to which Mr. Go was named Executive Vice President and Chief Operating
Officer. Mr. Go does not have any family relationship with any director or
executive officer of the Corporation or any person nominated or chosen by the
Corporation to become a director or executive officer.
Item 7.01 Regulation FD Disclosure
On April 2, 2020, the Corporation issued a press release announcing Mr. Go's
appointment. A copy of the Corporation's press release is attached hereto at
Exhibit 99.1 and incorporated in this Item 7.01 in its entirety.
The information contained in, or incorporated into, this Item 7.01 is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference
into any registration statement or other filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
to such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated April 2, 2020. *
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Furnished herewith.
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