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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 23, 2022
 
Par Pacific Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware1-3655084-1060803
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
825 Town & Country Lane, Suite 1500 
Houston,Texas77024
(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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangement of Certain Officers.

Effective as of May 23, 2022, the Board of Directors of Par Pacific Holdings, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Severance Plan for Senior Officers (the “Plan”). The Amendment amends the definition of “Executive” that is entitled to severance benefits pursuant to the Plan.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

10.1
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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 25, 2022
/s/ Jeffrey R. Hollis
Jeffrey R. Hollis
Vice President, General Counsel, and Secretary

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AMENDMENT #2 TO PAR PACIFIC HOLDINGS, INC. SEVERANCE PLAN FOR SENIOR OFFICERS

        THIS AMENDMENT #2 TO PAR PACIFIC HOLDINGS, INC. SEVERANCE PLAN FOR SENIOR OFFICERS (this “Amendment”) is made and entered into effective as of May 23, 2022.

RECITALS:

    A.    WHEREAS, the Company desires to amend that certain Par Pacific Holdings, Inc. Severance Plan for Senior Officers dated effective as of March 7, 2017, as amended May 1, 2017 (the “Agreement”) on the terms set forth herein to clarify certain matters.
AGREEMENT:
1.    Defined Terms. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

2.    Amendments to Agreement (Executive Definition). The definition of Executive in Section 2.16 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Executive” means an individual directly employed by the Company Group on a regular, full-time basis who, with respect to the Company, is the Chief Executive Officer, the Chief Financial Officer, the General Counsel, the Executive Vice President – Refining and Logistics, the Executive Vice President – Retail, the Chief Human Resources Officer, or the Chief Information Officer. The definition of Executive shall also include any other person employed by the Company or its Affiliates who is specifically approved for participation in the Par Pacific Holdings, Inc. Severance Plan for Senior Officers by the Board.

3.    Amendments to Agreement (Director Resignation). A new Section 11.10 is hereby added to the Agreement:

“11.10 Director Resignation. Notwithstanding any provision of this Plan to the contrary, any Executive otherwise eligible for severance benefits hereunder who is also a member of the Board shall not be entitled to receive any severance benefits hereunder unless and until such Executive resigns as a member of the Board.”
4.    Ratification of Agreement. Except as expressly set forth in this Amendment, the Agreement shall remain in full force and effect and is ratified and confirmed in all respects.

5.    Governing Law. This Amendment shall be interpreted, construed, and constructed in accordance with the laws of the State of Delaware without regard to its conflicts of law provisions, except as may be superseded by applicable laws of the United States.





IN WITNESS WHEREOF, this Amendment is hereby adopted effective as of the date first set forth above.
PAR PACIFIC HOLDINGS, INC.

By:     /s/ Jeffrey R. Hollis            
Name: Jeffrey R. Hollis    ___________
Title: Vice President, General Counsel and Secretary