Par Pacific (PARR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 1, 2025, with virtual attendance and voting options for shareholders of record as of March 5, 2025.

• Key proposals include electing ten directors, ratifying Deloitte & Touche LLP as auditor for 2025, and amending the Employee Stock Purchase Plan to add 500,000 shares.

• The Board recommends voting in favor of all proposals and nominees.

Voting matters and shareholder proposals

• Shareholders will vote on three main proposals: election of directors, auditor ratification, and an amendment to the Employee Stock Purchase Plan.

• The Board recommends voting FOR all proposals.

• Directors are elected by plurality; auditor ratification and ESPP amendment require a majority of shares present or represented by proxy.

Board of directors and corporate governance

• Ten directors are nominated, with a mix of long-serving and new members, all with diverse backgrounds in energy, finance, operations, and governance.

• Eight directors are determined to be independent under NYSE standards.

• The Board has five standing committees: Audit, Compensation, Executive, Nominating and Corporate Governance, and Operations and Technology.

• The Board oversees risk management, CEO succession, and ESG matters, with regular reviews and committee reports.

• Recent CEO transition from William Pate to William Monteleone was planned for continuity.