HF Sinclair Corp. Announces Board Changes
Ticker: DINO · Form: 8-K · Filed: Jul 15, 2024 · CIK: 1915657
Sentiment: neutral
Topics: board-changes, governance
Related Tickers: DINO
TL;DR
DINO board shakeup: Jennings out, Buckman & Smith in. Board refreshment continues.
AI Summary
On July 15, 2024, HF Sinclair Corporation (NYSE: DINO) announced the departure of director Michael J. Jennings, effective July 12, 2024. The company also announced the election of two new directors, David L. Buckman and Mark L. Smith, to its Board of Directors, effective immediately. These changes are part of the company's regular board refreshment process.
Why It Matters
Changes in a company's board of directors can signal shifts in strategy or governance, which may impact investor confidence and future performance.
Risk Assessment
Risk Level: low — The filing details routine board changes and director elections, which are common corporate governance events and do not inherently present significant new risks.
Key Players & Entities
- HF Sinclair Corporation (company) — Registrant
- Michael J. Jennings (person) — Departing Director
- David L. Buckman (person) — Newly Elected Director
- Mark L. Smith (person) — Newly Elected Director
- July 15, 2024 (date) — Report Date
- July 12, 2024 (date) — Effective Date of Departure
FAQ
Who has departed from HF Sinclair Corporation's Board of Directors?
Michael J. Jennings has departed from the Board of Directors, with his departure effective July 12, 2024.
Who has been elected to HF Sinclair Corporation's Board of Directors?
David L. Buckman and Mark L. Smith have been elected to the Board of Directors, effective immediately as of July 15, 2024.
What is the effective date of the report?
The report is dated July 15, 2024, with the earliest event reported occurring on July 12, 2024.
What is the primary reason cited for these board changes?
The filing indicates these changes are part of the company's regular board refreshment process.
What is HF Sinclair Corporation's ticker symbol?
HF Sinclair Corporation's ticker symbol is DINO.
Filing Stats: 848 words · 3 min read · ~3 pages · Grade level 12.4 · Accepted 2024-07-15 17:05:12
Key Financial Figures
- $0.01 — hange on which registered Common Stock $0.01 par value DINO NYSE Check the appropr
- $360,000 — e will receive an annual base salary of $360,000 and a one-time signing bonus of $220,00
- $220,000 — 360,000 and a one-time signing bonus of $220,000, subject to repayment to the Corporatio
- $275,000 — m Incentive Plan with a target value of $275,000, split equally between restricted stock
Filing Documents
- dino-20240715.htm (8-K) — 24KB
- 0001915657-24-000091.txt ( ) — 173KB
- dino-20240715.xsd (EX-101.SCH) — 2KB
- dino-20240715_def.xml (EX-101.DEF) — 14KB
- dino-20240715_lab.xml (EX-101.LAB) — 25KB
- dino-20240715_pre.xml (EX-101.PRE) — 15KB
- dino-20240715_htm.xml (XML) — 3KB
From the Filing
dino-20240715 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): July 15, 2024 (July 12, 2024) ___________________ 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 Directors. HF Sinclair Corporation (the "Corporation") announced today that, on July 12, 2024, the Board of Directors (the "Board") appointed Vivek Garg as the Corporation's Vice President, Chief Accounting Officer and Controller and designated Mr. Garg as the principal accounting officer of the Corporation, in each case effective July 29, 2024 (or such other date as may be agreed), which is his expected start date with the Corporation. Mr. Garg, age 50, currently serves as Head, SEC, External Reporting and Controls, Global of Newmont Corporation ("Newmont"), a New York Stock Exchange ("NYSE") listed gold mining company and producer of copper, silver, zinc and lead, a position he has held since October 2023. Prior to then, he served as Group Executive, Assistant Controller from December 2021 to October 2023, and Senior Director, Assistant Controller from November 2018 to December 2021. Prior to joining Newmont, Mr. Garg held the positions of Deputy Controller, Technical Accounting & Reporting, and Director, Technical Accounting at Andeavor (now Marathon Petroleum Corp.), which was a NYSE listed integrated marketing, logistics and refining company, from June 2015 to November 2018. Prior to then, he served in assurance and accounting advisory services roles for 13 years at Deloitte & Touche LLP and PricewaterhouseCoopers LLP, having most recently served as Director in Capital Markets and Accounting Advisory Services at PricewaterhouseCoopers LLP from February 2012 to June 2015. He is a registered Certified Public Accountant and a Canadian Chartered Professional Accountant. In connection with Mr. Garg's appointment as Vice President, Chief Accounting Officer and Controller, the Corporation and Mr. Garg entered into an offer letter, which provides that he will receive an annual base salary of $360,000 and a one-time signing bonus of $220,000, subject to repayment to the Corporation under certain circumstances. In order to align Mr. Garg with the Corporation's stockholders, the Corporation's Compensation Committee approved an initial equity award under the Corporation's Long-Term Incentive Plan with a target value of $275,000, split equally between restricted stock units, performance share units and a cash incentive award. Mr. Garg will also enter into the Corporation's previously disclosed form of Change in Control Agreement and Indemnification Agreement, and he will be eligible for the same benefits, plans, policies and programs offered that are generally made available to other employees of the Corporation at any given time. There are no arrangements or understandings between Mr. Garg and any other person pursuant to which Mr. Garg was selected to serve as the Corporation's Vice President, Chief Accounting Officer and Controller.