Par Pacific Holdings, Inc 8-K, filed May 11, 2020
Par Pacific Holdings, Inc. (PARR)
8-K
2020-05-11
For: 2020-05-05
View Original
Added on
April 11, 2026
About this 8-K
Par Pacific Holdings, Inc filed this 8-K on May 11, 2020, reporting on events of May 5, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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 5, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
(Address of principal executive offices) | (Zip Code) | |
(281 ) 899-4800
(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-K filing 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-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications 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-2 of 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 |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective May 5, 2020, the President and Chief Executive Officer and the independent members of the Board of Directors of Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), reduced their cash compensation for the remainder of 2020 by 75% in response to the impact of the COVID-19 pandemic on the Company.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2020 Annual Meeting of Stockholders on May 5, 2020. The following proposals were submitted to the holders of the Company’s common stock for a vote:
1. | The election of ten 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, 2020; |
3. | An advisory vote to approve the Company’s executive compensation; and |
4. | An advisory vote on the frequency of holding future advisory votes on the Company's executive compensation. |
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 | 40,457,954 | 2,369,298 | 4,505,055 | |||
Melvyn N. Klein | 41,306,345 | 1,520,907 | 4,505,055 | |||
Curtis V. Anastasio | 42,537,466 | 289,786 | 4,505,055 | |||
Timothy Clossey | 42,537,466 | 289,786 | 4,505,055 | |||
L. Melvin Cooper | 37,861,895 | 4,965,357 | 4,505,055 | |||
Walter A. Dods, Jr. | 37,006,190 | 5,821,062 | 4,505,055 | |||
Katherine Hatcher | 42,227,991 | 599,261 | 4,505,055 | |||
Joseph Israel | 42,017,102 | 810,150 | 4,505,055 | |||
William Monteleone | 41,087,403 | 1,739,849 | 4,505,055 | |||
William C. Pate | 42,469,369 | 357,883 | 4,505,055 | |||
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, 2020: |
Number of Votes Voted For | Number of Votes Voted Against | Number of Votes Abstaining | Number of Broker Non-Votes | |||
47,283,875 | 35,527 | 12,905 | 0 | |||
3. | The following votes were cast on the advisory vote to approve the Company’s executive compensation: |
Number of Votes Voted For | Number of Votes Voted Against | Number of Votes Abstaining | Number of Broker Non-Votes | |||
42,492,458 | 331,028 | 3,766 | 4,505,055 | |||
4. | The following votes were cast on the advisory vote on the frequency of holding future advisory votes on the Company's executive compensation: |
Alternative | Number of Votes Voted For | |||
1 Year | 17,838,573 | |||
2 Years | 222,418 | |||
3 Years | 24,765,082 | |||
Abstain | 1,178 | |||
Broker Non-Votes | 4,505,055 | |||
In accordance with the voting results listed above, the Company has determined that it will conduct an advisory vote on executive compensation every three years until the next vote on the frequency of shareholder votes on the compensation of executives.
Item 7.01 | Regulation FD Disclosure. |
On May 5, 2020, the Company issued a news release providing business updates related to COVID-19. The news release is attached hereto as Exhibit 99.1 of this Current Report on Form 8-K and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.:
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
99.1. |
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, 2020 | /s/ J. Matthew Vaughn | ||||
J. Matthew Vaughn Chief Administrative Officer and General Counsel | |||||
 | NEWS RELEASE |
PAR PACIFIC PROVIDES BUSINESS UPDATE RELATED TO COVID-19
HOUSTON, May 5, 2020 – Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific” or the Company”) today announced business updates related to the novel coronavirus (COVID-19). Par Pacific has implemented a furlough of 29 employees in response to the previously announced decline in throughput rates at its refineries in Kapolei, Hawaii. The reduction in staff is not expected to affect the Company’s ability to maintain an ample supply of refined product to satisfy Hawaii's needs. Considering these updates and the impact of COVID-19, Par Pacific’s President and Chief Executive Officer and the independent members of the Company’s Board of Directors will reduce their cash salaries by 75%, effective today.
About Par Pacific
Par Pacific Holdings, Inc. (NYSE: PARR), headquartered in Houston, Texas, owns and operates market-leading energy, infrastructure, and retail businesses. Par Pacific's strategy is to acquire and develop businesses in logistically complex markets. Par Pacific owns and operates one of the largest energy networks in Hawaii with 148,000-bpd of combined refining capacity, a logistics system supplying the major islands of the state and 91 retail locations. In the Pacific Northwest and the Rockies, Par Pacific owns and operates 60,000-bpd of combined refining capacity, related multimodal logistics systems and 33 retail locations. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado.
Forward Looking Statements
This news release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Forward-looking statements included in this news release are based on management’s expectations, estimates and projections as of the date they are made. These statements are not guarantees of future performance and you should not unduly rely on them as they involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Par Pacific is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contact:
Suneel Mandava
Senior Vice President, Finance
(713) 969-2136
Smandava@parpacific.com
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