Par Pacific : Submission of Matters to a Vote of Security Holders - Form 8-K

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2, 2023

Par Pacific Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-36550		84-1060803
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

825 Town & Country Lane, Suite 1500
Houston, Texas		77024
(Address of principal executive offices)		(Zip Code)

[phone]

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Class		Trading Symbol(s)		Name of each exchange of which registered
Common stock, $0.01 par value		PARR		New York Stock Exchange

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company held its 2023 Annual Meeting of Stockholders on May 2, 2023. The following proposals were submitted to the holders of the Company's common stock for a vote:

1.

The election of eleven nominees to the Board of Directors;

2.

The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023;

3.

The advisory approval of the Company's executive compensation; and

4.

The approval of the amendment to the Employee Stock Purchase Plan.

The results of such votes were as follows:

1. The following votes were cast in the election of the Board of Directors:

Name of Nominee		Number of Votes Voted For			Number of Votes Withheld			Number of Broker Non-Votes
Robert S. Silberman			45,667,043				690,270				4,826,341
Melvyn N. Klein			25,078,417				21,278,896				4,826,341
Curtis V. Anastasio			46,105,368				251,945				4,826,341
Anthony R. Chase			40,688,931				5,668,382				4,826,341
Timothy Clossey			46,137,165				220,148				4,826,341
Philip S. Davidson			46,152,569				204,744				4,826,341
Walter A. Dods, Jr.			34,929,972				11,427,341				4,826,341
Katherine Hatcher			36,337,266				10,020,047				4,826,341
William Monteleone			45,235,491				1,121,822				4,826,341
William C. Pate			46,154,123				203,190				4,826,341
Aaron Zell			46,108,426				248,887				4,826,341

2. The following votes were cast in the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023:

Number of Votes Voted For		Number of Votes Voted Against		Number of Votes Abstaining		Number of Broker Non-Votes
50,986,345		185,815		11,494		0

3. The following votes were cast on the advisory approval of the Company's executive compensation:

Number of Votes Voted For		Number of Votes Voted Against		Number of Votes Abstaining		Number of Broker Non-Votes
45,891,211		456,616		9,485		4,826,342

4. The following votes were cast on the approval of the amendment to the Employee Stock Purchase Plan:

Number of Votes Voted For		Number of Votes Voted Against		Number of Votes Abstaining		Number of Broker Non-Votes
46,329,510		17,640		10,163		4,826,341

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Par Pacific Holdings, Inc.
Dated: May 5, 2023				/s/ Jeffrey R. Hollis
			Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary