Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 8, 2021, HollyFrontier Corporation ("HollyFrontier") held a virtual
Special Meeting of HollyFrontier's stockholders (the "Special Meeting"). At the
Special Meeting, HollyFrontier's stockholders voted on and approved the issuance
of 60,230,036 shares of common stock, par value $0.01 per share, of Hippo Parent
Corporation, a wholly owned subsidiary of HollyFrontier ("New Parent"), as may
be adjusted pursuant to that certain Business Combination Agreement (the "BCA"),
dated as of August 2, 2021, by and among HollyFrontier, New Parent, Hippo Merger
Sub, Inc., a wholly owned subsidiary of New Parent, Sinclair Holdco, and Hippo
Holding LLC, a wholly owned subsidiary of The Sinclair Companies ("Sinclair
HoldCo"), as consideration to Sinclair HoldCo in connection with the BCA.
A total of 132,581,404 shares of HollyFrontier's common stock were present in
person or represented by proxy at the Special Meeting, representing over 81% of
HollyFrontier's 162,496,235 shares of common stock outstanding and entitled to
vote as of the October 21, 2021 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 filed with
the Securities and Exchange Commission on October 29, 2021.
Proposal 1 (Issuance of New Parent Common Stock): The stockholders approved
Proposal 1, with votes as follows:
For Against Abstain
131,441,886 1,018,569 120,949
There were no broker non-votes.
Proposal 2 (Adjournment or Postponement of the Special Meeting, if Necessary or
Appropriate, to Solicit Additional Proxies in the Event That There are not
Sufficient Votes at the Time of the Special Meeting to Approve Proposal 1):
There being a quorum present and sufficient votes cast in favor of Proposal 1,
the stockholders were not asked to vote with respect to Proposal 2 and Proposal
2 was not voted upon at the Special Meeting.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses