HF Sinclair (DINO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, to be held virtually; shareholders of record as of March 17, 2025, are eligible to vote.

• Returned over $1 billion to shareholders in 2024 via dividends and share repurchases; $800 million remains under current repurchase authorization.

• Achieved record earnings in Midstream and Marketing segments, with $1.1 billion in operating cash flow and maintained investment grade ratings.

• Operational improvements included increased refinery throughput, record production at key sites, and expansion of branded wholesale locations.

• Set company record for renewable diesel sales and made progress toward a 25% GHG emissions intensity reduction goal by 2030.

Voting matters and shareholder proposals

• Election of 11 directors to serve until the 2026 annual meeting.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Approval of an amended certificate of incorporation to provide for officer exculpation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• 9 of 11 director nominees are independent; 6 are gender and/or ethnically diverse.

• Average tenure of independent directors is 8.3 years; average age is 64.6.

• Board leadership is separated between an independent Chairperson and CEO.

• Annual board and committee self-evaluations, mandatory retirement age of 75, and active board refreshment.

• Proxy access and right to call special meetings at 25% ownership; no poison pill or supermajority voting provisions.