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    Par Pacific Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/4/26 11:10:44 AM ET
    $PARR
    Oil & Gas Production
    Energy
    Get the next $PARR alert in real time by email
    parr20260501_8k.htm
    false 0000821483 0000821483 2026-04-30 2026-04-30
     

     
    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): April 30, 2026

     
    Par Pacific Holdings, Inc.
    (Exact name of registrant as specified in its charter)
     

     
    Delaware
     
    1-36550
     
    84-1060803
    (State or other jurisdiction
    of incorporation)
     
    (Commission
    File Number)
     
    (I.R.S. Employer
    Identification No.)
     
    825 Town & Country Lane, Suite 1500
     
    Houston,
    Texas
    77024
    (Address of principal executive offices)
    (Zip Code)
     
    (281) 899-4800
    (Registrant’s telephone number, including area code)
     
    (Former name or former address, if changed since last report)
     

     
    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 (see General Instruction A.2. below):
     
     
    ☐
    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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
     
    Securities registered pursuant to Section 12(b) of the Act:
     
    Title of Class
    Trading Symbol(s)
    Name of each exchange of which registered
    Common stock, $0.01 par value
    PARR
    New York Stock Exchange
     
     

     
     
    Item 5.07
    Submission of Matters to a Vote of Security Holders.
     
    The Company held its 2026 Annual Meeting of Stockholders on April 30, 2026. The following proposals were submitted to the holders of the Company’s common stock for a vote:
     
    1.
    The election of ten nominees to the Board of Directors;
     
    2.
    The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;
     
    3.
    The advisory vote to approve the Company’s executive compensation;
     
    4.
    The advisory vote on the frequency of holding future advisory votes on the Company’s executive compensation; and
     
    5.
    The approval of the Par Pacific Holdings, Inc. 2026 Long-Term Incentive Plan.
     
    The results of such votes were as follows:
     
    1.         The following votes were cast in the election of the Board of Directors:
     
    Name of Nominee
     
    Number of Votes
    Voted For
       
    Number of Votes
    Withheld
       
    Number of Broker
    Non-Votes
     
    Robert Silberman
        37,478,177       916,566       4,324,681  
    Curtis Anastasio
        37,962,843       431,900       4,324,681  
    Timothy Clossey
        38,006,739       388,004       4,324,681  
    Philip Davidson
        36,168,101       2,226,642       4,324,681  
    Katherine Hatcher
        37,622,552       772,191       4,324,681  
    Patricia Martinez
        35,568,926       2,825,817       4,324,681  
    William Monteleone
        38,065,676       329,067       4,324,681  
    William Pate
        38,003,376       391,367       4,324,681  
    Eric Yeaman
        38,170,756       223,987       4,324,681  
    Aaron Zell
        38,129,476       265,267       4,324,681  
     
    2.         The following votes were cast in the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
     
    Number of Votes
    Voted For
       
    Number of Votes
    Voted Against
       
    Number of Votes
    Abstaining
       
    Number of
    Broker Non-Votes
     
    42,402,858       174,185       142,373       4,324,681  
     
     

     
     
    3.         The following votes were cast on the advisory vote to approve the Company’s executive compensation:
     
    Number of Votes
    Voted For
       
    Number of Votes
    Voted Against
       
    Number of Votes
    Abstaining
       
    Number of
    Broker Non-Votes
     
    37,805,222       432,542       156,975       4,324,681  
     
    4.           The following votes were cast on the advisory vote on the frequency of holding future advisory votes on the Company’s executive compensation:
     
    Number of Votes
    for 1 Year
       
    Number of Votes
    for 2 Years
       
    Number of Votes
    for 3 Years
       
    Number of Votes
    Abstaining
       
    Number of Broker
    Non-Votes
     
    36,226,460       258,895       1,775,411       133,975       4,324,681  
     
    5.           The following votes were cast on the approval of the Par Pacific Holdings, Inc. 2026 Long-Term Incentive Plan:
     
    Number of Votes
    Voted For
       
    Number of Votes
    Voted Against
       
    Number of Votes
    Abstaining
       
    Number of
    Broker Non-Votes
     
    27,029,363       11,233,402       131,970       4,324,681  
     
    In accordance with the voting results listed above, the Company has determined that it will conduct an advisory vote on executive compensation every year until the next vote on the frequency of shareholder votes on the compensation of executives.
     
     

     
     
    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.
     
               
           
    Par Pacific Holdings, Inc.
     
           
    Dated: May 4, 2026
         
    /s/ Jeffrey R. Hollis
     
           
    Jeffrey R. Hollis
    Senior Vice President, General
    Counsel, and Secretary
     
     
     
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