HOLLYFRONTIER CO. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Amendment to Bylaws.
On
Article II, Section 2 was amended to, among other things, implement proxy access. Pursuant to Article II, Section 2(d) of the Amended By-Laws, a shareholder, or a group of up to 20 shareholders, owning at least 3% of the Corporation's aggregate voting power of the voting stock continuously for at least three years may nominate and include in the Corporation's proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the shareholders and the nominees satisfy the requirements specified in the Amended By-Laws. Proxy access will first be available to shareholders in connection with the Corporation's 2022 annual meeting.
In connection with the adoption of the proxy access provisions described above, the By-Laws were also amended to update the advance notice and related by-law provisions concerning shareholder notices of business to be brought before meetings of shareholders, including covered proposals and nominations. These updates, among other things, address required supplements, disclosures and categories of information to be included in a compliant shareholder notice, including notices applicable to shareholder director nominees.
The descriptions of the changes in the Amended By-Laws contained in this report do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended By-Laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following is filed as an exhibit to this report:
Exhibit No. Description
3.1 Amended and Restated By-Laws of H ollyFrontier Corporat ion
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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