Par Pacific (PARR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for April 30, 2026, with five key proposals for shareholder vote, including director elections, auditor ratification, executive compensation, frequency of say-on-pay votes, and approval of a new long-term incentive plan.

• Proxy materials are provided electronically, with options for shareholders to vote online, by phone, or by mail.

• The record date for voting is March 4, 2026, with 49,470,764 shares outstanding.

Voting matters and shareholder proposals

• Proposal 1: Election of ten directors, all recommended by the Board.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Advisory vote on frequency of say-on-pay (Board recommends annual vote).

• Proposal 5: Approval of the 2026 Long-Term Incentive Plan, authorizing 3,000,000 new shares.

Board of directors and corporate governance

• Board consists of ten nominees, with a majority determined to be independent under NYSE standards.

• Six standing committees: Audit, Compensation, Cybersecurity & IT, Executive, Nominating & Corporate Governance, and Operations & Technology.

• Board and committees held regular meetings, with all directors attending at least 75% of meetings.

• Board oversees risk, sustainability, and cybersecurity, with specific committees responsible for each area.

• Stockholder nominations for directors are governed by bylaws, with detailed procedures for submission.