HF Sinclair Corporation (DINO)
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May 14, 2026, 4:00 PM EDT - Market closed
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AGM 2026

May 13, 2026

Operator

Hello and welcome to HF Sinclair Corporation annual meeting. Please note that this call is being recorded. I'd now like to hand the call over to Eric L. Nitcher, Executive Vice President, General Counsel of HF Sinclair Corporation. Please go ahead.

Eric L. Nitcher
EVP and General Counsel, HF Sinclair

Welcome to HF Sinclair Corporation 2026 Annual Meeting of Stockholders. I am Eric L. Nitcher, Executive Vice President, General Counsel of HF Sinclair Corporation, and I will be serving as the secretary of this meeting. The agenda for the meeting is posted on the meeting website. We will conduct the formal business portion of our meeting first and answer questions at the end of the meeting. As a reminder, questions related to this meeting posed by valid, validated stockholders or anyone holding a valid proxy for this meeting can be submitted via the meeting website during the meeting. We will answer as many questions as time permits during the Q&A portion of the meeting, which is scheduled for up to 10 minutes.

Responses to questions related to the business of this meeting that we are unable to answer during the meeting will be posted on HF Sinclair's website on the annual report and proxy page under the Financial Information tab. Please note that audio and video recordings of this meeting is prohibited. A webcast playback will be available at the meeting website 24 hours after completion of the meeting. Your 16-digit control number will be needed to access the playback. I've requested that our Judge of Election, Chandi Jackson, a representative of Broadridge Financial Solutions, open the poll at the start of the meeting so that validated stockholders and those holding a valid proxy for this meeting may vote during the meeting by following the instructions provided and clicking on the Voting button on the meeting website.

Stockholders who have previously sent in proxies or have voted by mail via the Internet or by telephone and do not want to change their vote do not need to take any further action. I have been informed by the Judge of Election that the polls are declared open. Please note that in the event of a technical malfunction or other significant problem that disrupts this meeting, our Chairperson, who I will introduce to you shortly, may adjourn, recess, or expedite the meeting or take any action that he determines to be appropriate. In such case, stay connected to this meeting for at least 15 minutes or until instructed otherwise. I would like to introduce our Chairperson and Chief Executive Officer and President, Franklin Myers.

Franklin Myers
Chairman, CEO, and President, HF Sinclair

Good morning. In accordance with the notice of annual meeting, it is now 8:32 A.M. Central Daylight Time. I hereby call the meeting to order. Thank you for joining us today for our 2026 Annual Meeting of Stockholders. I would like to thank our board and members of our management team on the line with us today. I would like to introduce Kyle Bayless with Ernst & Young, who has joined us for the meeting.

Kyle Burrell
Partner, Ernst & Young

This is Kyle Bayless from Ernst & Young. Thank you for having me today.

Franklin Myers
Chairman, CEO, and President, HF Sinclair

Thanks, Kyle. I will turn the meeting back to Eric to run the business portion of the meeting.

Eric L. Nitcher
EVP and General Counsel, HF Sinclair

Thanks, Franklin. Notice of the annual meeting was duly given on March 31st, 2026, in accordance with HF Sinclair's amended and restated bylaws, SEC rules and guidance, and Delaware law. The polls are open on the meeting website and will remain open until the end of the Q&A session. Any validated stockholder or anyone holding a valid proxy for this meeting who has not yet voted or wishes to revoke or change their vote may do so by following the instructions on the meeting website and clicking on the Voting button. Stockholders who have previously sent in proxies or who have voted by mail, via telephone, or the Internet and do not want to change their vote do not need to take any further action.

An affidavit has been received from Broadridge Financial Solutions attesting to the notice or mailing to stockholders commencing on March 31st, 2026, of the notice of meeting or proxy statement, annual report and proxy card to all stockholders other than those for whom mailing is not required under Delaware law, as shown in HF Sinclair's stock records at the close of business on the record date. The shares represented at this meeting constitute over 91% of all outstanding shares, which constitutes a quorum for the meeting under HF Sinclair's amended and restated bylaws. As Judge of Election, Ms. Chandi Jackson will tally the votes for this meeting. Her oath as judge is being filed with the records of this meeting and will be available upon request for inspection after this meeting.

March 16, 2026, was set by resolution of the board of directors, as the record date for today's annual meeting, as are all stockholders of record or their proxy holders at the close of business on March 16, 2026, are entitled to participate, vote, and submit questions at the annual meeting. The list of stockholders as of record as of the record date for this meeting is available for examination by validated stockholders for any purpose germane to this meeting during ordinary business hours at HF Sinclair's principal place of business. Each of the matters to be considered today is described in the proxy statement. The purpose of today's annual meeting of stockholders are: first, to elect 10 directors, each to serve until the next annual meeting of stockholders or until his or her resignation, removal, or respective successor is qualified and elected.

The nominees are Anne-Marie Ainsworth, Anna Catalano, Leldon Echols, Manuel Fernandez, Rhoman J. Hardy, Jeanne Johns, R. Craig Knocke, Robert J. Kostelnik, Ross B. Matthews, and Franklin Myers. Our second item for consideration is an advisory vote to approve the compensation of HF Sinclair's named executive officers. The third item for consideration today is the ratification of the selection of Ernst & Young LLP as HF Sinclair's registered public accounting firm for the 2026 fiscal year. We will now pause for a moment to allow voting by any validated stockholder and proxy holders who wish to do so. If you have not already voted, you may vote by following the instructions for voting on the meeting website. Our Q&A session will begin in 1 minute.

Before we begin our Q&A session, I would like to introduce Vivek Garg, Acting Chief Financial Officer, Vice President, Chief Accounting Officer, and Controller, and Craig Biery, Vice President, Financial Planning, Analysis, and Investor Relations of HF Sinclair. Mr. Biery will be reading the stockholder comments or questions related to the business of the meeting that are submitted, and Mr. Myers, Mr. Garg, and myself will respond. No questions or comments were received in advance of today's meeting, nor were any questions or comments submitted today on the meeting website. Now that validated stockholders and proxy holders have had the opportunity to vote, I have been informed by the Judge of Election that the polls are declared closed at 8:41 A.M. Central Daylight Time. Would the Judge of Election please tally the votes and submit a preliminary voting report on the stockholders' votes?

We have been informed by the Judge of Election that the preliminary vote report shows that the nominees for election to the board have been duly elected, the compensation of the named executive officers has been approved by advisory vote, and the selection of Ernst & Young LLP as HF Sinclair's registered public accounting firm for the 2026 fiscal year has been ratified. We will report the final vote results in a Form 8-K to be filed within 4 business days. There being no further business to come before the meeting, the 2026 annual meeting of stockholders of HF Sinclair Corporation is now adjourned. Thank you all for your participation in the annual meeting today.

Operator

Thank you for attending today's call. You may now disconnect. Goodbye.

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