parr20260501_8k.htm
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 | |||||