__________________
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 16, 2016 (May 11, 2016)
HOLLYFRONTIER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
001-03876
75-1056913
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
2828 N. Harwood, Suite 1300, Dallas, Texas 75201
(Address of Principal Executive Offices)

(214) 871-3555
(Registrant’s telephone number, including area code)

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:

[ ]    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))
__________________

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below in this Form 8-K, on May 11, 2016 at the annual meeting of stockholders (“ Annual Meeting ”) of HollyFrontier Corporation (“ HollyFrontier ”), the stockholders approved the Fifth Amendment (the “ Fifth Amendment ”) to the HollyFrontier Corporation Long-Term Incentive Plan (the “ LTIP ”) to increase the number of shares authorized for issuance thereunder by an additional 4,500,000 shares. As a result, the Fifth Amendment became effective on May 11, 2016.

A copy of the Fifth Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary is qualified in its entirety by the complete terms and conditions of the Fifth Amendment and the LTIP. A description of the material terms of the LTIP, as amended by the Fifth Amendment, was included in HollyFrontier’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 24, 2016 (the “ Proxy Statement ”).

Item 5.07.      Submission of Matters to a Vote of Security Holders.
 
On May 11, 2016, HollyFrontier held its Annual Meeting. A total of 158,957,326 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, representing approximately 90% of the Company’s shares outstanding as of the March 14, 2016 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 the Proxy Statement.
 
•
Proposal 1 (Election of Directors) : The stockholders elected all ten director nominees to serve until HollyFrontier’s annual meeting of stockholders in 2017, or until their earlier resignation or removal .

Nominee
For
Against
Abstain
Broker Non-Vote
Douglas Y. Bech
134,345,613
2,979,699
196,700
21,435,314
George J. Damiris
137,053,667
355,650
112,695
21,435,314
Leldon E. Echols
135,968,425
1,298,079
255,508
21,435,314
R. Kevin Hardage
136,520,566
746,086
255,360
21,435,314
Michael C. Jennings
133,247,444
4,169,139
105,429
21,435,314
Robert J. Kostelnik
136,129,061
1,094,043
298,908
21,435,314
James H. Lee
135,711,685
1,569,188
241,139
21,435,314
Franklin Myers
135,597,587
1,679,837
244,588
21,435,314
Michael E. Rose
136,641,823
678,332
201,857
21,435,314
Tommy A. Valenta
136,601,248
721,236
199,528
21,435,314

•
Proposal 2 (Advisory Vote on Compensation of Named Executive Officers) : The stockholders approved on an advisory basis the compensation of HollyFrontier’s named executive officers as disclosed in the Proxy Statement.

For
 
Against
 
Abstain
 
Broker
Non-Votes
 
131,194,189
 
6,038,882
 
288,941
 
21,435,314
 

•
Proposal 3 (Ratification of the Appointment of Independent Auditor) : The stockholders ratified the appointment of Ernst & Young LLP as HollyFrontier’s independent registered public accounting firm for the 2016 fiscal year.
 
For
 
Against
 
Abstain
 
 
156,846,203
 
1,682,219
 
428,904
 
 
 
•
Proposal 4 ( Approval of Share Increase to LTIP ): The stockholders approved the Fifth Amendment to the LTIP to increase the number of shares authorized for issuance thereunder.
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
 
126,910,616
 
10,091,825
 
519,571
 
21,435,314
 
 
•
Proposal 5 (Approval of the Section 162(m) Material Terms of the LTIP) : The stockholders approved the material terms of the LTIP, as amended by the Fifth Amendment, in accordance with the stockholder approval requirements of Section 162(m) of the Internal Revenue Code.
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
 
131,687,388
 
5,586,356
 
248,268
 
21,435,314
 
 

Item 9.01    Financial Statements and Exhibits.
(d)     Exhibits
Exhibit No.
Description
10.1
Fifth Amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan.
 
 
 
 
 
 
 
 
 
 

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.
 
 
 
 
HOLLYFRONTIER CORPORATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Douglas S. Aron
 
 
 
 
Name:
Douglas S. Aron
 
 
 
 
Title:
Executive Vice President and Chief
Financial Officer


Date:    May 16, 2016

EXHIBIT INDEX
Exhibit No.
Description
10.1
Fifth Amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan.



1




FIFTH AMENDMENT TO THE

HOLLYFRONTIER CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN

(Formerly designated the Holly Corporation Long-Term Incentive Compensation Plan)

THIS FIFTH AMENDMENT (the “ Fifth Amendment ”) to the HollyFrontier Corporation Long-Term Incentive Compensation Plan, as amended from time to time (the “ Plan ”), is made by HollyFrontier Corporation (the “ Company ”).

W I T N E S S E T H :

WHEREAS , the Company previously adopted the Plan, under which the Company is authorized to grant equity-based incentive awards to certain employees and other service providers of the Company and its subsidiaries;

WHEREAS , Section 10(f) of the Plan provides that the Company’s board of directors (the “ Board ”) may amend the Plan from time to time without approval of the stockholders of the Company, except that any amendment to the Plan of which approval of the stockholders is required by any federal or state law or regulation or the rules of any stock exchange on which the shares of the Company are listed or quoted must be approved by the stockholders of the Company;

WHEREAS , the Board now desires to amend the Plan to increase the number of shares of common stock, par value $0.01 per share, of the Company (the “ Shares ”) available for awards under the Plan by 4,500,000 Shares, subject to approval by the stockholders of the Company;

WHEREAS , the Board has determined that the Fifth Amendment shall be made effective as of May 11, 2016 (the “ Effective Date ”), subject to approval by the stockholders of the Company.

NOW, THEREFORE, the Plan shall be amended as of the Effective Date, subject to approval by the Company’s stockholders, as set forth below:

1.     Section 4(a) of the Plan is hereby deleted and replaced in its entirety with the following:

Overall Number of Shares Available for Delivery . Subject to adjustment in a manner consistent with any adjustment made pursuant to Section 10 of the Plan, the total number of Shares that may be delivered in connection with Awards under the Plan shall not exceed 16,500,000, including all Shares delivered with respect to Options granted under the Plan prior to the Amendment Effective Date.

RESOLVED FURTHER , that except as provided above, the Plan shall continue to read in the current state.

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