Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report (Date of earliest event reported): October 1, 2020 (September 30, 2020) ...
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): October 1, 2020 (September 30, 2020) ___________________
DE (State or other jurisdiction of incorporation)
2828 N. Harwood, Suite 1300 (Address of principal executive offices)
HOLLYFRONTIER CORPORATION
(Exact name of Registrant as specified in its charter)
001-03876
(Commission File Number)
Dallas
TX
75-1056913 (I.R.S. Employer Identification No.)
75201 (Zip code)
Registrant's telephone number, including area code: (214) 871-3555
Not applicable (Former name or former address, if changed since last report)
Title of each class Common Stock $0.01 par value
Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934: Trading Symbol(s) HFC
Name of each exchange on which registered 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 September 30, 2020, the Board of Directors (the "Board") of HollyFrontier Corporation (the "Corporation") expanded the size of the Board from ten to eleven members and appointed Manny Fernandez as an independent director to the Board, in each case effective October 1, 2020.
Mr. Fernandez, 58, joined KPMG LLP in 1984 and served in a number of leadership positions until his retirement in September 2020, including most recently as Managing Partner of the Dallas office and market leader for KPMG's Southwest region across audit, tax and consulting services from October 2009 to September 2020. Effective in October 2020, Mr. Fernandez will also serve on the board of directors of Jacobs Engineering Group Inc. Mr. Fernandez brings to the Board extensive finance and accounting expertise, as well as executive and talent management experience.
The Board has determined that Mr. Fernandez is an "independent" director as defined by the New York Stock Exchange ("NYSE") listing standards and Rule 10A-3 of the Securities Exchange Act of 1934. On September 30, 2020, the Board appointed Mr. Fernandez to the Audit Committee and the Environmental, Health, Safety, and Public Policy Committee, each effective as of October 1, 2020.
Mr. Fernandez will participate in the standard non-management director compensation arrangements described in the Corporation's 2020 proxy statement filed with the Securities and Exchange Commission on March 26, 2020. There are no arrangements or understandings between Mr. Fernandez and any other person pursuant to which he was selected as a director. Mr. Fernandez does not have any family relationship with any director or executive officer of the Corporation or any person nominated or chosen by the Corporation to become a director or executive officer. There are no transactions in which Mr. Fernandez has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On October 1, 2020, the Corporation issued a press release announcing the appointment of Mr. Fernandez to the Board. A copy of the Corporation's press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.
The information contained in, or incorporated into, this Item 7.01 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description
99.1
Press release of the Corporation issued on October 1, 2020*
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Furnished herewith.
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 thereunto duly authorized.
HOLLYFRONTIER CORPORATION
By: /s/ Vaishali S. Bhatia Vaishali S. Bhatia Senior Vice President, General Counsel and Secretary
Date: October 1, 2020
Exhibit 99.1 HOLLYFRONTIER CORPORATION ANNOUNCES APPOINTMENT OF MANNY FERNANDEZ TO ITS BOARD OF DIRECTORS October 1, 2020 HollyFrontier Corporation (NYSE:HFC) ("HollyFrontier") today announced that its Board of Directors (the "Board") appointed Manny Fernandez to the Board effective October 1, 2020. This appointment increases the size of the Board to eleven directors and increases the number of independent directors on the Board from nine to ten. Mr. Fernandez joined KPMG LLP in 1984 and served in a number of leadership positions until his retirement in September 2020, including most recently as Managing Partner of the Dallas office and market leader for KPMG's Southwest region across audit, tax and consulting services from October 2009 to September 2020. During his career at KPMG, he also served as National Managing Partner for Talent Acquisition, member of the National Inclusion and Diversity Board and as Co-Chair of the National Hispanic/Latino employee resource group. Effective in October 2020, Mr. Fernandez will also serve on the board of directors of Jacobs. He has also actively engaged in a number of community and non-profit activities. Having emigrated from Cuba at the age of eight, Mr. Fernandez has a passion for advancing inclusion and diversity, and was recognized for his leadership and dedication to advancing the careers of Latino professionals by The Association of Latino Professionals for America (ALPFA) with the Lifetime Achievement Award. With more the 36 years of experience advising public and private companies across a variety of industries and geographies, Mr. Fernandez brings to the Board extensive finance and accounting expertise, as well as executive and talent management experience. "Manny is an accomplished business leader with extensive experience advising public companies. We welcome the experience and expertise he will bring to HollyFrontier," said Franklin Myers, Chairman of the Board. About HollyFrontier Corporation HollyFrontier Corporation, headquartered in Dallas, Texas, is an independent petroleum refiner and marketer that produces high value light products such as gasoline, diesel fuel, jet fuel and other specialty products. HollyFrontier owns and operates refineries located in Kansas, Oklahoma, New Mexico and Utah and markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. In addition, HollyFrontier produces base oils and other specialized lubricants in the U.S., Canada and the Netherlands, and exports products to more than 80 countries. HollyFrontier also owns a 57% limited partner interest and a non-economic general partner interest in Holly Energy Partners, L.P., a master limited partnership that provides petroleum product and crude oil transportation, terminalling, storage and throughput services to the petroleum industry, including HollyFrontier Corporation subsidiaries. FOR FURTHER INFORMATION, Contact: Richard L. Voliva III, Executive Vice President and Chief Financial Officer Craig Biery, Vice President, Investor Relations HollyFrontier Corporation 214-954-6510
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