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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): January 30, 2023
___________________
HF SINCLAIR CORPORATION
(Exact name of Registrant as specified in its charter)
| | | | | | | | | | | |
| Delaware | 001-41325 | 87-2092143 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
| 2828 N. Harwood St., Suite 1300 | Dallas | TX | 75201 |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (214) 871-3555
Not applicable
(Former name or former address, if changed since last report)
| | | | | | | | |
| Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934: |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock $0.01 par value | DINO | NYSE |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| | | | | |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 30, 2023, HF Sinclair Corporation (the “Corporation”), HF Sinclair Refining & Marketing LLC (“HF Sinclair RM”), HF Sinclair Renewables Holding Company LLC (“HF Sinclair RHC”), HF Sinclair Payroll Services, Inc. (“HF Sinclair PS” and, together with the Corporation, HF Sinclair RM and HF Sinclair RCH, the “HF Sinclair Entities”) and Thomas G. Creery, former President, Renewables of the Corporation and former President and Chief Executive Officer of HF Sinclair RM, entered into an Amendment to Retirement Agreement and Release (the “Amendment”). The Amendment extends the original six month term of Mr. Creery’s consulting services pursuant to the previously disclosed Retirement Agreement and Release between the HF Sinclair Entities and Mr. Creery dated as of July 24, 2022 (the “Agreement”) by one month to February 28, 2023 (the “Extended Consulting Period”). During the Extended Consulting Period, Mr. Creery will continue to receive a retainer payment of $100,000 per calendar month to provide up to 40 hours of consulting services per month to the Corporation and its subsidiaries as requested by the Corporation from time to time.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL).
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.
HF SINCLAIR CORPORATION
By: /s/ Vaishali S. Bhatia
Name: Vaishali S. Bhatia
Title: Senior Vice President, General Counsel and Secretary
Date: January 30, 2023
AMENDMENT TO RETIREMENT AGREEMENT AND RELEASE
This Amendment to Retirement Agreement and Release (this “Amendment”) is between HF Sinclair Corporation, HF Sinclair Refining & Marketing LLC (formerly known as HollyFrontier Refining & Marketing LLC), HF Sinclair Renewables Holding Company LLC (formerly known as HollyFrontier Renewables Holding Company LLC) and HF Sinclair Payroll Services, Inc. (formerly known as HollyFrontier Payroll Services, Inc.), on behalf of themselves and their respective parents, subsidiaries, and affiliates (collectively, the “Company”), and me, Thomas G. Creery.
I acknowledge and agree to the following:
1.Agreement. The Company and I entered into that certain Retirement Agreement and Release effective July 24, 2022 and that certain Release of Claims on August 1, 2022 (collectively, the “Agreement”).
2.Amendment to Paragraph 13(a). The first sentence of Paragraph 13(a) of the Agreement is hereby amended and restated as follows:
“For the period beginning on the day following my Retirement Date and continuing for a period of seven months thereafter (the “Consulting Period”), the Company will pay me a retainer of $100,000 per month (pro-rated for partial months) to provide up to 40 hours of services per month (the “Services”) that the Company may reasonably request from time to time in the capacity of an independent contractor, which Services shall include providing consultation and assistance with respect to the transition of duties and such other duties and projects as the Chief Executive Officer may from time to time assign.”
3.Reaffirmation. I hereby reaffirm my obligations under the Agreement (as amended by this Amendment).
4.Entire Agreement. The Agreement, as amended by this Amendment, contains the entire agreement between the Company and me as to the subject matter of the Agreement and, except as provided for in this Amendment, the terms and provisions of the Agreement shall remain in full force and effect as originally written. In deciding to sign this Amendment, I am not relying on any statements or promises except those found in this Amendment and the Agreement (except as amended by this Agreement).
5.Applicable Law. The laws of the State of Texas apply to this Amendment.
6.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Electronic copies of signatures shall be deemed to be original.
[Signature Page Follows]
Amendment to Retirement Agreement and Release – Creery
IN WITNESS WHEREOF, the parties have each executed this Amendment as of the date set forth below.
Agreed to and accepted by, on this 27th day of January, 2023.
/s/ Thomas G. Creery
Thomas G. Creery
Agreed to and accepted by, on this 30th day of January, 2023.
HF Sinclair Corporation
HF Sinclair Refining & Marketing LLC
HF Sinclair Renewables Holding Company LLC
HF Sinclair Payroll Services, Inc.
/s/ Michael C. Jennings
Michael C. Jennings
Chief Executive Officer
Amendment to Retirement Agreement and Release – Creery