Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
On September 30, 2020, the Board of Directors (the "Board") of HollyFrontier
Corporation (the "Corporation") expanded the size of the Board from ten to
eleven members and appointed Manny Fernandez as an independent director to the
Board, in each case effective October 1, 2020.
Mr. Fernandez, 58, joined KPMG LLP in 1984 and served in a number of leadership
positions until his retirement in September 2020, including most recently as
Managing Partner of the Dallas office and market leader for KPMG's Southwest
region across audit, tax and consulting services from October 2009 to September
2020. Effective in October 2020, Mr. Fernandez will also serve on the board of
directors of Jacobs Engineering Group Inc. Mr. Fernandez brings to the Board
extensive finance and accounting expertise, as well as executive and talent
The Board has determined that Mr. Fernandez is an "independent" director as
defined by the New York Stock Exchange ("NYSE") listing standards and Rule 10A-3
of the Securities Exchange Act of 1934. On September 30, 2020, the Board
appointed Mr. Fernandez to the Audit Committee and the Environmental, Health,
Safety, and Public Policy Committee, each effective as of October 1, 2020.
Mr. Fernandez will participate in the standard non-management director
compensation arrangements described in the Corporation's 2020 proxy statement
filed with the Securities and Exchange Commission on March 26, 2020. There are
no arrangements or understandings between Mr. Fernandez and any other person
pursuant to which he was selected as a director. Mr. Fernandez 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. There are no transactions in which Mr. Fernandez has an
interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On October 1, 2020, the Corporation issued a press release announcing the
appointment of Mr. Fernandez to the Board. A copy of the Corporation's press
release is attached hereto as Exhibit 99.1 and incorporated herein in its
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
in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release of the Corporation issued on October 1, 2020 *
104 Cover Page Interactive Data File (embedded within the Inline XBRL
* Furnished herewith.
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