HF Sinclair (DINO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, to be held virtually; shareholders can vote online, by phone, or mail.

• 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.

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

• Board and management emphasize safety, inclusion, and employee development, investing $13 million in training in 2024.

Voting matters and shareholder proposals

• Election of 11 directors to serve until 2026.

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

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

• Approval of Second Amended and Restated Certificate of Incorporation to provide for officer exculpation.

Board of directors and corporate governance

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

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

• Annual board and committee self-evaluations; mandatory retirement age of 75.

• Proxy access allows shareholders (3% for 3 years) to nominate directors.

• No poison pill or supermajority voting provisions; stockholder right to call special meetings at 25% ownership.