0001915657false00019156572022-11-082022-11-08


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): November 8, 2022
___________________

HF SINCLAIR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware001-4132587-2092143
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer
Identification No.)
2828 N. Harwood St., Suite 1300DallasTX75201
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock $0.01 par valueDINONYSE
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2022, the Compensation Committee of the Board of Directors of HF Sinclair Corporation (“Company”), adopted the HF Sinclair Corporation Severance Pay Plan (“Plan”) pursuant to which members of senior management or other executives of the Company, as designated by the Company, will be eligible to receive the severance benefits provided for under the Plan, pursuant to the terms and conditions of the Plan and the individual participation agreements which will specify the terms and conditions for each eligible participant and shall govern to the extent such terms vary from the Plan.

Unless otherwise specified in an individual participation agreement, upon a termination without Cause (as defined below) by the Company, the participant will be eligible to receive the following benefits:

•cash payments, payable in 12 monthly installments, equal to a percentage of such participant’s annual base salary, plus the amount of bonus, if any, that would have been paid under the annual cash incentive plan (paid as if the Company had achieved target level of performance for the year of the participant’s termination); and

•continuation coverage for the individual and his or her eligible dependents under our group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for twelve months at active employee rates, unless such coverage is earlier terminated in accordance with the terms of the Plan.

The applicable percentage of annual base salary and bonus (if any) will be determined based on the participant’s pay grade classification in accordance with the following chart:

E3 (CEO)200% + 100% target bonus
E1, E2100% + 100% target bonus
M5100%

Pursuant to the Plan, a termination for “Cause” means (a) an act or acts of dishonesty by a participant constituting a felony or serious misdemeanor and resulting or intended to result directly in gain or personal enrichment at the expense of the Company or any subsidiary; (b) gross or willful and wanton negligence in the performance of a participant’s material and substantial duties of employment with the Company and its subsidiaries; or (c) a participant’s conviction of a felony involving moral turpitude. The existence of Cause shall be determined by the Company, in its sole and absolute discretion.

All of the Company’s named executive officers are participants in the Plan and have a pay grade classification of E2 or above.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

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 and General Counsel


Date: November 8, 2022


HF Sinclair (NYSE:DINO)
Historical Stock Chart
Von Mär 2024 bis Apr 2024 Click Here for more HF Sinclair Charts.
HF Sinclair (NYSE:DINO)
Historical Stock Chart
Von Apr 2023 bis Apr 2024 Click Here for more HF Sinclair Charts.