📄 What This Document Is

This is a definitive proxy statement (DEF 14A) for HF Sinclair Corporation. Think of it as the company's official "Annual Meeting Guidebook." Its main job is to provide shareholders with the information they need to vote on key issues ahead of the virtual annual meeting on May 13, 2026. It outlines who is running the company, how the bosses are paid, and asks for your approval on specific items.

🏢 What The Company Does

In simple terms, HF Sinclair is a major player in the energy industry. They refine crude oil into gasoline, diesel, and other products. They also operate gas stations under the Sinclair brand, make lubricants, run a midstream business (pipelines and storage), and are involved in renewable fuels. They are a diversified energy company trading on the NYSE under the ticker DINO.

🗳️ What You're Voting On

Shareholders have three main proposals to vote on at the meeting:

Elect 10 Directors 👍: The Board recommends voting FOR all nominees to lead the company for the next year.
Approve Executive Compensation 👍: An advisory (non-binding) vote to approve the pay for top executives. The Board recommends voting FOR.
Ratify the Auditor 👍: Approve the selection of Ernst & Young LLP as the company's independent accounting firm for 2026. The Board recommends voting FOR.

👉 Key takeaway: Your vote matters. The company encourages you to vote early, either online, by phone, or by mail. The Record Date for voting was March 16, 2026.

📊 2025 Business Highlights

Despite market headwinds like tariffs, the company reported a solid year:

Net Income: $579 million (or $3.08 per share).
Operating Cash Flow: A strong $1.3 billion.
Cash Returned to Shareholders: $724 million via dividends and stock buybacks in 2025. Since 2022, they've returned over $4.7 billion.
Balance Sheet: Ended 2025 with $978 million in cash and $2.769 billion in long-term debt, maintaining investment-grade credit ratings.
Safety Record: Reduced workplace injuries by 39% over five years, aiming for "Goal Zero."

👉 Why it matters: These numbers show the company generates significant cash, rewards shareholders directly, and is managing its debt, even in a tough market.

👥 The Leadership Team & Board

The board and executive team are undergoing notable changes.

CEO Transition: Franklin Myers is the new CEO, President, and Board Chairperson as of February 2026. He replaced Timothy Go, who is on a voluntary leave of absence.
CFO Change: CFO Atanas H. Atanasov is also on a voluntary leave.
Board Nominees: 10 directors are up for election. 8 of the 10 are independent. The board reduced its size from 11 to 10, and Timothy Go is not standing for re-election.
Key Directors: Leldon E. Echols serves as the Lead Independent Director.

👉 Why it matters: Leadership changes at the CEO and CFO level are significant for any company's strategy and direction. The board is also being refreshed.

⚙️ How the Company is Governed

HF Sinclair highlights its strong corporate governance practices:

Annual Elections: All directors stand for election every year.
Majority Voting: Directors in uncontested elections must receive more "for" votes than "against" votes.
Proxy Access: Allows long-term shareholders to nominate directors to the company's ballot.
Independent Committees: All board committees (Audit, Compensation, etc.) are chaired by independent directors.
Stock Ownership: Directors and executives are required to own significant amounts of company stock.
No Poison Pill: The company does not have a restrictive shareholder rights plan.

👉 Why it matters: These policies are designed to ensure the board is accountable to shareholders and operates with transparency and integrity.

💼 How Executives are Paid

The compensation program is designed to link pay directly to performance:

Performance-Based: A large majority of executive pay is "at-risk," meaning it depends on hitting financial and operational goals. For the CEO in 2025, 91% of target compensation was variable.
Stock-Based: A significant portion comes in the form of company stock, often tied to HF Sinclair's performance versus its industry peers over several years.
Bonus Safety Net: Annual bonuses can be cut to 50% of target if the company fails to make a positive operating income.
Clawback Policy: The company can reclaim incentive pay if there's a financial restatement or executive misconduct.
No Golden Parachutes: There are no special tax gross-ups for change-in-control payments.

👉 Why it matters: This structure is intended to align the interests of executives with those of shareholders—managers do well when investors do well.

📅 Key Dates & Contacts

Annual Meeting: Wednesday, May 13, 2026, at 8:30 a.m. Central Time.
Meeting Access: Virtual only at www.virtualshareholdermeeting.com/DINO2026.
Vote Deadline: Votes must be cast before the meeting ends.

Key Contacts (for questions about the meeting or voting):

Call: 1-800-690-6903 (toll-free in U.S./Canada)
Visit: www.proxyvote.com
By Mail: Complete, sign, and date the proxy card and return it in the prepaid envelope.

🧠 The Analogy

Think of this proxy statement as the company's annual report card and parent-teacher conference invitation. It shows you the grades (2025 financial and operational results), introduces the teachers (the board and executives), explains how they'll be evaluated (governance and compensation), and formally invites you (the shareholder-owner) to the meeting to discuss it all and cast your vote on the plan for the next year.

🧩 Final Takeaway

HF Sinclair is navigating a leadership transition after a year of solid cash generation and shareholder returns. Your vote on director elections, executive pay, and the auditor is a key tool to oversee the new management team's strategy and ensure accountability.

HF Sinclair Corp — DEF 14A Filing