HF Sinclair (DINO) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 13, 2026, held virtually; record date is March 16, 2026.

• 2025 financial highlights: $579M net income, $1.3B operating cash flow, $724M returned to shareholders, and $4.7B returned since 2022 acquisition.

• Record earnings in Marketing and Midstream segments; operational improvements in Refining and expansion of Sinclair brand footprint.

• Safety initiatives led to a 39% decline in total recordable incident rate over five years.

• Board and management emphasize disciplined capital allocation, investment-grade ratings, and ongoing evaluation of organic growth opportunities.

Voting matters and shareholder proposals

• Election of 10 directors to serve until the 2027 annual meeting.

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

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• 8 of 10 director nominees are independent; average tenure 7.6 years, average age 66.3.

• Board committees: Audit, Compensation, Nominating/Governance/Social Responsibility, Environmental/Health/Safety/Public Policy, Finance, Executive.

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

• Proxy access allows stockholders (3% for 3 years) to nominate up to 20% of the board.

• No poison pill, no supermajority voting, and directors subject to significant stock ownership requirements.