8-K 1 a2018-12x12form8xk.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 2018
 

Par Pacific Holdings, Inc.
(Exact name of registrant as specified in its charter)
 

 
 
 
 
 
 
Delaware
 
1-36550
 
84-1060803
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
825 Town & Country Lane, Suite 1500
Houston, Texas
 
77024
(Address of principal executive offices)
 
(Zip Code)
(281) 899-4800
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 
 


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Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 12, 2018, the Board of Directors of Par Pacific Holdings, Inc. (the “Company”) increased the number of directors from nine to ten members and elected Ms. Katherine Hatcher as its newest member to fill the newly created vacancy. Ms. Hatcher will join the board of directors (the “Board”) effective January 1, 2019. Ms. Hatcher will stand for election by the Company’s shareholders at the 2019 Annual Meeting of Shareholders.

The Company is not aware of any other arrangement or understanding between Ms. Hatcher and any other person pursuant to which Ms. Hatcher will be appointed to the Board. Ms. Hatcher will participate in the non-employee director compensation programs of the Company, as described in its most recent proxy statement, as such programs are amended from time to time.


Item 7.01     Regulation FD Disclosure.

On December 12, 2018, the Company issued a news release reporting the election of a director. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01    Financial Statements and Exhibits

(d)     Exhibits

99.1



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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 12, 2018
 
 
 
 
PAR PACIFIC HOLDINGS, INC.
 
 
By:
 
/s/ J. Matthew Vaughn
 
 
J. Matthew Vaughn
 
 
Senior Vice President and General Counsel


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