HF Sinclair shareholders approve officer exculpation charter amendment, elect all 11 directors

HF Sinclair Corp

All 11 director nominees elected; 91% of outstanding shares voted at May 14 annual meeting.
Advisory say-on-pay approved with 149.5M for vs 5.6M against.
Ernst & Young ratified as auditor for FY 2025 with 169.3M for vs 3.4M against.
Charter amendment to limit officer liability (DGCL 102(b)(7)) approved: 133.3M for, 22.0M against.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HF Sinclair Corp: Stockholders approved and adopted Second Amended and Restated Certificate of Incorporation to provide for officer exculpation under Delaware law (effective 2025-05-14).

Change: charter amendment
Effective: 2025-05-14

Exact text from the filing

On May 14, 2025, HF Sinclair Corporation (“ HF Sinclair ” or the “ Corporation ”) held its 2025 Annual Meeting of Stockholders (the “ Annual Meeting ”). At the Annual Meeting, the Corporation’s stockholders approved and adopted the Corporation’s Second Amended and Restated Certificate of Incorporation (as so amended and restated, the “ Second Amended and Restated Certificate of Incorporation ”) to provide for the elimination of personal liability of certain officers for monetary damages for breach of fiduciary duty in certain limited circumstances as permitted by Section 102(b)(7) of the Delaware General Corporation Law.

View on SEC.gov

101 governance changes filed in the last 30 days. Browse all governance changes →

HF Sinclair Corp filing history →

Source: SEC EDGAR

accession 0001915657-25-000048

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.