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): May 7, 2019

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)

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

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):

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¨ 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. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, $0.01 par value	PARR	New York Stock Exchange

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Item 5.07 Submission of Matters to a Vote of Security Holders.

Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), held its 2019 Annual Meeting of Stockholders on May 7, 2019. The following proposals were submitted to the holders of the Company’s common stock for a vote:

1.    The election of ten nominees to the Board of Directors;

2. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; and

3. The approval of the 2019 Par Pacific Holdings, Inc. Management Stock Purchase Plan.

The results of such votes were as follows:

1.    The following votes were cast in the election of the Board of Directors:

Name of Nominee	Number of Votes Voted For	Number of Votes Withheld	Number of Broker Non-Votes
Robert S. Silberman	33,639,959	4,083,707	4,992,532
Melvyn N. Klein	37,171,495	552,171	4,992,532
Curtis V. Anastasio	37,221,422	502,244	4,992,532
Timothy Clossey	35,182,686	2,540,980	4,992,532
L. Melvin Cooper	34,496,740	3,226,926	4,992,532
Walter A. Dods, Jr.	35,182,987	2,540,679	4,992,532
Katherine Hatcher	37,274,247	449,419	4,992,532
Joseph Israel	36,921,933	801,733	4,992,532
William Monteleone	36,149,209	1,574,457	4,992,532
William C. Pate	37,109,274	614,392	4,992,532

2.    The following votes were cast in the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019:

Number of Votes Voted For	Number of Votes Voted Against	Number of Votes Abstaining	Number of Broker Non-Votes
42,681,838	17,029	17,331	0

3.    The following votes were cast to approve the 2019 Par Pacific Holdings, Inc. Management Stock Purchase Plan:

Number of Votes Voted For	Number of Votes Voted Against	Number of Votes Abstaining	Number of Broker Non-Votes
27,904,611	9,438,188	380,867	4,992,532

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SIGNATURE

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.

	Par Pacific Holdings, Inc.
Dated: May 13, 2019	/s/ James Matthew Vaughn
	James Matthew Vaughn Senior Vice President and General Counsel

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