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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 18, 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)

(281) 899-4800

(Registrant’s telephone number, including area code)

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

 

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

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. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 18, 2023, the Board of Directors of Par Pacific Holdings, Inc. (the “Company”) elected Ms. Patricia Martinez as its newest member. Ms. Martinez’s appointment is effective immediately. She will stand for election by the Company’s shareholders at the 2024 Annual Meeting of Shareholders.

The Company is not aware of any other arrangement or understanding between Ms. Martinez and any other person pursuant to which Ms. Martinez was appointed to the Board of Directors. Ms. Martinez will participate in the non-employee director compensation programs of the Company, as described in its most recent proxy statement, as such programs are amended from time to time.

Item 7.01 Regulation FD Disclosure.

On May 18, 2023, the Company issued a news release reporting the election of a director. The release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 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 filing.

Item 9.01 Financial Statements and Exhibits

(d)						Exhibits
99.1						News Release dated May 18, 2023

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SIGNATURES

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 18, 2023

/s/ Jeffrey R. Hollis

Jeffrey R. Hollis

Senior Vice President, General Counsel, and Secretary

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			NEWS RELEASE

PATRICIA MARTINEZ JOINS THE BOARD OF DIRECTORS OF PAR PACIFIC HOLDINGS

HOUSTON, May 18, 2023 – Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”) today announced the appointment of Patricia Martinez to its Board of Directors.

“We welcome Patricia Martinez to the Par Pacific Holdings board,” said Robert Silberman, Chairman of the Board of Directors of Par Pacific. “Patricia has over twenty-five years of energy industry experience, including a deep understanding of the low carbon energy solutions that Par Pacific is focused on implementing within its businesses.”

Ms. Martinez is currently the Chief Energy Transition Officer of Enerflex Ltd (TSX:EFX) (NYSE:EFXT) and was formerly President of Enerflex’s Latin American business. Ms. Martinez is responsible for creating and executing Enerflex’s transformational energy transition strategy including carbon capture and sequestration, hydrogen, bioenergy, and electrification.

She previously served as an officer of several private equity backed domestic and international energy companies and on the boards of directors of Orocobre (Allkem Limited) (ASX:AKE) and the Argentinian Petroleum & Gas Institute of Houston. Ms. Martinez received her bachelor’s degree from Universidad Argentina de la Empresa, her MBA from Houston Baptist University, and completed executive education at Harvard Business School.

About Par Pacific

Par Pacific Holdings, Inc. (NYSE: PARR), headquartered in Houston, Texas, is a growing energy company providing both renewable and conventional fuels to the western United States. Par Pacific owns and operates one of the largest energy networks in Hawaii with 94,000 bpd of operating refining capacity, a logistics system supplying the major islands of the state and 90 retail locations. In the Pacific Northwest and the Rockies, Par Pacific owns and operates 61,000 bpd of combined refining capacity, related multimodal logistics systems, and 31 retail locations.  Par Pacific has an agreement with ExxonMobil to acquire their 63,000-bpd Billings, MT refinery and associated logistics assets. Par Pacific has further agreed to supply approximately 300 ExxonMobil-branded fuel retail stations in the region. That transaction is scheduled to close on June 1st. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado. More information is available at www.parpacific.com.

For more information contact:

Ashimi Patel
Director, Investor Relations
(832) 916-3355
[email protected]