Hf Sinclair Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten directors to hold office until the 2027 annual meeting of stockholders.

2. 2

   Advisory Vote on the Compensation of Our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory approval of the compensation of the Company’s named executive officers as disclosed pursuant to SEC compensation disclosure rules.

   More detail

   This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation program for the Company’s named executive officers as disclosed in the proxy statement. Management seeks this vote to obtain stockholder feedback and reaffirm alignment between pay and performance; the Compensation Committee designed the program to emphasize variable, at‑risk pay (short‑term cash incentives and long‑term equity) with significant portions tied to financial, operational and relative total shareholder return metrics. Key design elements include a high percentage of target pay delivered as performance-based awards, multi-year performance share units measured against an industry peer group (ROCE and TSR), and annual cash incentives tied to consolidated financial and segment operational metrics with a bonus hurdle tied to positive adjusted operating income. The Board points to past strong stockholder support (approximately 96% approval at the 2025 meeting) as evidence that the program is well-received, and the Board unanimously recommends a vote FOR while retaining discretion to adjust awards. Potential governance concerns include concentration of pay in equity and performance metrics that rely on peer selection and interpolation rules, which could produce outsized payouts in favorable market cycles; however, the Company includes clawback policies, stock ownership and retention requirements, and safety/ESG metrics to mitigate short-term risk-seeking. The advisory nature of the vote means approval does not bind the Board, but a negative result would likely prompt substantive review and potential changes to plan design, peer selection, or disclosure. Given the Company’s recent financial performance, high proportion of pay tied to measurable performance, and the Board’s rationale emphasizing alignment with stockholders, the recommendation to vote FOR reflects management’s view that the existing program appropriately balances incentives, retention, and risk controls. Investors evaluating this proposal should weigh the program’s strong pay-for-performance features and safeguards against any concerns about metric calibration, peer group suitability, or potential for increased payouts in cyclical upswings.

3. 3

   Ratification of Appointment of Ernst & Young LLP

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

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When is the Hf Sinclair Corp 2026 annual meeting?

Hf Sinclair Corp (DINO) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

What is the record date for the Hf Sinclair Corp 2026 meeting?

The record date for the Hf Sinclair Corp 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Hf Sinclair Corp's 2026 meeting?

The board is presenting 10 director nominees at the Hf Sinclair Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Hf Sinclair Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Hf Sinclair Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.