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, 2011 (May 12, 2011)
HOLLY CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware   001-03876   75-1056913
         
(State or Other Jurisdiction of
Incorporation) 		  (Commission File Number)   (I.R.S. Employer
Identification Number)
     
2828 N. Harwood Street,
Suite 1300 		   
Dallas, Texas   75201
     
(Address of Principal
Executive Offices) 		  (Zip Code)
Registrant’s telephone number, including area code: ( 214) 871-3555
100 Crescent Court,
Suite 1600
Dallas, Texas 75201
 
(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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   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.
     On May 12, 2011, at the 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”), the stockholders of Holly Corporation (the “Company”) approved an amendment to the Holly Corporation Long-Term Incentive Compensation Plan (the “LTIP”), to be effective as of January 1, 2011, to extend the term of the LTIP, and the Company’s ability to grant equity compensation awards thereunder, until December 31, 2020. The Company’s Board of Directors adopted the LTIP amendment on March 24, 2011, subject to stockholder approval at the 2011 Annual Meeting.
     The LTIP is a broad-based plan under which the Company may grant awards to employees, directors and consultants, and the use of stock-based awards under the LTIP is a key element of the Company’s compensation program.
     The foregoing description of the LTIP amendment is not complete and is qualified in its entirety by reference to the Second Amendment to the Holly Corporation Long-Term Incentive Compensation Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07   Submission of Matters to a Vote of Security Holders.
     The 2011 Annual Meeting was held on May 12, 2011. A total of 49,056,456 shares of the Company’s common stock were present or represented by proxy at the meeting, representing more than 91.94% of the Company’s shares outstanding as of the March 21, 2011 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 Company’s Definitive Proxy Statement for the 2011 Annual Meeting filed with the Securities and Exchange Commission on March 31, 2011 (the “Proxy Statement”).
      Proposal 1: Election of Directors. The stockholders elected all seven director nominees at the 2011 Annual Meeting to serve until the Company’s next annual meeting.
                         
                    Broker  
Nominee   For     Withheld     Non-Vote  
Buford P. Berry
    42,773,173       1,054,790       5,228,493  
Matthew P. Clifton
    42,751,259       1,076,704       5,228,493  
Leldon E. Echols
    43,038,545       789,418       5,228,493  
R. Kevin Hardage
    43,056,093       771,870       5,228,493  
Robert G. McKenzie
    42,675,884       1,152,079       5,228,493  
Jack P. Reid
    33,844,459       9,983,504       5,228,493  
Tommy A. Valenta
    43,107,562       720,401       5,228,493  
      Proposal 2: Ratification of the Appointment of Ernst & Young, LLP. The stockholders ratified the appointment of Ernst & Young, LLP as the Company’s independent auditors for the year 2011. The voting results were as follows:
             
For   Against   Abstain   Broker Non-Vote
48,167,660
  877,888   10,908   —
      Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers. The stockholders approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers disclosed in the Proxy Statement. The voting results were as follows:
             
For   Against   Abstain   Broker Non-Vote
42,726,866   1,073,176   27,921   5,228,493
      Proposal 4: Advisory Vote on the Frequency of Advisory Votes on the Compensation of the Company’s Named Executive Officers. The voting results on a non-binding advisory vote on the frequency of a non-binding advisory vote on the compensation of the Company’s named executive officers were as follows:

 

 

                 
3 Years   2 Years   1 Year   Abstain   Broker Non-Vote
13,588,060   1,487,771   28,737,318   14,814   5,228,493
      Proposal 5: Amendment to the LTIP. The stockholders approved the amendment to the LTIP to extend the term of the LTIP, and the Company’s ability to grant equity compensation awards thereunder, until December 31, 2020. The voting results were as follows:
             
For   Against   Abstain   Broker Non-Vote
33,456,916   10,321,226   49,821   5,228,493
Item 9.01   Financial Statements and Exhibits.
(d) Exhibits
         
Exhibit Number   Exhibit Title
  10.1    
Second Amendment to the Holly 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.
         
  HOLLY CORPORATION
  		 
  By:   /s/ Bruce R. Shaw    
    Name:   Bruce R. Shaw   
    Title:   Senior Vice President
and Chief Financial Officer  		 
 
Date: May 18, 2011

 

 

EXHIBIT INDEX
         
Exhibit Number   Exhibit Title
  10.1    
Second Amendment to the Holly Corporation Long-Term Incentive Compensation Plan

 

Exhibit 10.1
 
SECOND AMENDMENT TO THE
HOLLY CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN
 
THIS SECOND AMENDMENT (the “ Second Amendment ”) to the Holly Corporation Long-Term Incentive Compensation Plan, as amended from time to time (the “ Plan ”), is effective January 1, 2011, subject to approval by the Company’s stockholders (the “ Effective Date ”), and is made by Holly 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 service providers of the Company and its subsidiaries;
 
WHEREAS , the overall and per person share limitations set forth in the Plan have not been previously updated to reflect the Company’s stock splits that occurred in August 2004 and June 2006 (which resulted in the automatic adjustment of such share limitations in accordance with Section 10(c) thereof); provided that, for the avoidance of doubt, the number of shares of the Company’s common stock available under the Plan on and after the Effective Date of this Second Amendment pursuant to the overall and per person share limitations shall be 6,000,000 shares and 600,000 shares, respectively, as set forth in greater detail below, which, in each case, is the same as the number of shares available under the Plan immediately prior to the Effective Date;
 
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, including to extend the duration of the Plan with the approval of the Company’s stockholders not later than the annual meeting next following such Board action; and
 
WHEREAS , the Company’s compensation committee recommended to the Board, and the Board has determined that it is desirable, to amend the Plan in the manner contemplated hereby, subject to approval by the Company’s stockholders at the Company’s upcoming annual meeting to be held on May 12, 2011.
 
NOW, THEREFORE , the Plan shall be amended as of the Effective Date, as set forth below.
 
1. Section 4(a) of the Plan is hereby deleted and replaced in its entirety with the following:
 
(a)  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 6,000,000, including all Shares delivered with respect to Options granted under the Plan prior to the Amendment Effective Date.
 
2. Section 5 of the Plan is hereby deleted and replaced in its entirety with the following:
 
5.  Eligibility; Per Person Award Limitations . Awards may be granted under the Plan only to Eligible Persons. In each fiscal year or 12-month period, as applicable, during any part of which the Plan is in effect, an Eligible Person may not be granted (a) Awards, provided for in Sections 6 and 7 of the Plan, relating to more than 600,000 Shares, subject to adjustment in a manner consistent with any adjustment made pursuant to Section 10 of the Plan, or (b) Awards, provided for in Section 8 of the Plan, with a value at the time of payment which exceeds the Fair Market Value of 600,000 Shares as of the date of grant of the Award.
 
3. The last sentence of Section 6(a)(iii) of the Plan is hereby deleted in its entirety and replaced with the following new sentence:
 
No Incentive Stock Option may be granted after December 31, 2020.
 
4. Section 10(m) of the Plan is hereby deleted and replaced in its entirety with the following:
 
(m)  Plan Effective Date, Stockholder Approval and Plan Duration.   The Plan has been adopted by the Board and approved by stockholders originally effective as of January 1, 2001. The Plan was most recently


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amended and restated as of May 24, 2007, and was subsequently amended on December 31, 2008, effective January 1, 2005, pursuant to the First Amendment to the Holly Corporation Long-Term Incentive Compensation Plan. No Award shall be granted under the Plan after December 31, 2020.
 
5. Except as set forth above, the Plan shall continue to read in its current state.
 
IN WITNESS WHEREOF , the Company has caused the execution of this Second Amendment by its duly authorized officer, effective as of the Effective Date.
 
HOLLY CORPORATION
 
/s/ David L. Lamp
By: David L. Lamp
Title: President
Date: May 18, 2011


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