PAR PACIFIC HOLDINGS, INC. 8-K

What Happened

• Par Pacific Holdings, Inc. (PARR) filed an 8-K reporting the results of its 2026 Annual Meeting of Stockholders held April 30, 2026. Shareholders voted on the election of ten directors, ratification of Deloitte & Touche LLP as auditor, an advisory vote on executive compensation, the frequency of future advisory compensation votes, and approval of the Par Pacific 2026 Long-Term Incentive Plan (LTIP).
• All ten director nominees were elected. The company also ratified Deloitte as its independent registered public accounting firm and received shareholder approval on its advisory “say-on-pay” vote and the LTIP. The board will hold advisory votes on executive compensation every year until the next frequency vote.

Key Details

• Director elections (For / Withheld; Broker non-votes: 4,324,681 each):
  • Robert Silberman: 37,478,177 For; 916,566 Withheld
  • Curtis Anastasio: 37,962,843 For; 431,900 Withheld
  • Timothy Clossey: 38,006,739 For; 388,004 Withheld
  • Philip Davidson: 36,168,101 For; 2,226,642 Withheld
  • Katherine Hatcher: 37,622,552 For; 772,191 Withheld
  • Patricia Martinez: 35,568,926 For; 2,825,817 Withheld
  • William Monteleone: 38,065,676 For; 329,067 Withheld
  • William Pate: 38,003,376 For; 391,367 Withheld
  • Eric Yeaman: 38,170,756 For; 223,987 Withheld
  • Aaron Zell: 38,129,476 For; 265,267 Withheld
• Auditor ratification: 42,402,858 For; 174,185 Against; 142,373 Abstaining; 4,324,681 Broker non-votes.
• Advisory vote on executive compensation: 37,805,222 For; 432,542 Against; 156,975 Abstaining; 4,324,681 Broker non-votes.
• Advisory vote on frequency: 1 year received the most votes (36,226,460), so the company will hold annual advisory votes on executive pay until the next frequency vote.
• LTIP approval: 27,029,363 For; 11,233,402 Against; 131,970 Abstaining; 4,324,681 Broker non-votes.

Why It Matters

• Board continuity: All ten nominees were elected, so existing governance and strategic direction set by the board remain in place. Investors can view this as continuity in oversight.
• Financial governance: Ratification of Deloitte confirms the external auditor for fiscal 2026, which affects audit continuity and financial reporting oversight.
• Executive pay oversight: Shareholders supported the advisory “say-on-pay” and chose annual frequency, meaning management compensation will face yearly shareholder review. The LTIP was approved but received notable opposition (over 11 million votes against), a signal some investors opposed the plan’s terms or dilution, which may be relevant for proxy-sensitive investors.
• Voting context: Approximately 4.3 million broker non-votes were recorded on many items, reflecting shares held by brokers that were not voted on certain proposals.