UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2011
WESTERN REFINING, INC.
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
001-32721 (Commission File Number) |
20-3472415 (IRS Employer Identification Number) |
123 West Mills Avenue, Suite 200
El Paso, Texas 79901
(Address of principal executive offices)
El Paso, Texas 79901
(Address of principal executive offices)
(915) 534-1400
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2011 Annual Meeting of Shareholders of Western Refining, Inc. (the Company) was held on June
7, 2011, at 8:30 AM MDT at the Plaza Theater, 125 Pioneer Plaza, El Paso, Texas 79901, with
81,746,315 of the Companys shares present or represented by proxy at the meeting. This
represented approximately 90% of the Companys shares outstanding and entitled to vote as of April
11, 2011, the record date of the meeting. The matters submitted for a vote and the related results
are set forth below. A more detailed description of each proposal is set forth in the Companys
Definitive Proxy Statement for the 2011 Annual Meeting filed with the Securities and Exchange
Commission on April 22, 2011 (the Proxy Statement).
(1) | Proposal 1: Elect three Class III directors to serve until the expiration of his or her term at the annual meeting of shareholders in 2014 or until his successor is chosen and qualified or until his earlier resignation or removal. The election of each Class III director nominee was approved as follows: |
Carin M. Barth | shares voted (*) | |||
For |
67,648,358 | |||
Against |
N/A | |||
Withhold |
2,242,837 | |||
Broker Non-Votes |
11,855,120 |
Paul L. Foster | shares voted (*) | |||
For |
61,823,392 | |||
Against |
N/A | |||
Withhold |
8,067,803 | |||
Broker Non-Votes |
11,855,120 |
L. Frederick Francis | shares voted (*) | |||
For |
67,625,834 | |||
Against |
N/A | |||
Withhold |
2,265,361 | |||
Broker Non-Votes |
11,855,120 |
(2) | Proposal 2: Ratify the appointment of Deloitte & Touche LLP as the Companys independent auditors for fiscal year 2011. Proposal 2 was approved as follows: |
shares voted (*) | ||||
For |
81,317,518 | |||
Against |
336,176 | |||
Abstain |
92,621 | |||
Broker Non-Votes |
N/A |
(3) | Proposal 3: Vote to approve, on an advisory basis, the compensation paid to the Companys named executive officers for 2010. Proposal 3 was approved as follows: |
shares voted (*) | ||||
For |
68,953,465 | |||
Against |
837,435 | |||
Abstain |
100,293 | |||
Broker Non-Votes |
11,855,122 |
(4) | Proposal 4: Vote to approve, on an advisory basis, the frequency of future advisory votes on named executive officer compensation. Shareholders approved, on an advisory basis, holding future advisory votes on named executive officer compensation every three years. The votes were apportioned as follows: |
shares voted | ||||
One year |
26,386,513 | |||
Two years |
475,244 | |||
Three years |
42,951,551 | |||
Abstain |
77,883 | |||
Broker Non-Votes |
11,855,124 |
* Notes:
Required votes. For Proposal 1, the affirmative vote of holders of a plurality of the common stock
present or represented by proxy at the Annual Meeting and entitled to vote was required for the
election of each director nominee. Therefore, abstentions and broker non-votes were not taken into
account in determining the outcome of the election of directors. For ratification of the
independent auditor for fiscal year 2011, the advisory vote on 2010 named executive officer
compensation and the advisory vote on the frequency of future advisory votes on named executive
officer compensation, the affirmative vote of holders of a majority of the common stock present or
represented by proxy at the meeting and entitled to vote were required. Therefore, on such
matters, abstentions had the effect of a negative vote, and broker non-votes were not taken into
account.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WESTERN REFINING, INC. |
||||
By: | /s/ Gary R. Dalke | |||
Name: | Gary R. Dalke | |||
Title: | Chief Financial Officer | |||
Dated: June 9, 2011