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EX-99.1 - EXHIBIT 99.1 - ANDEAVORexhibit991tsopressrelease.htm


 

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 20, 2012
Tesoro Corporation
(Exact name of registrant as specified in its charter)


 
 
 
 
 
Delaware
 
1-3473
 
95-0862768
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
19100 Ridgewood Pkwy
San Antonio, Texas
 
 
 
78259-1828
(Address of principal executive offices)
 
 
 
(Zip Code)

(210) 626-6000
(Registrant's telephone number,
including area code)

Not Applicable
(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.):
 
 
 
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 5.02
 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Directors.

Effective December 20, 2012, Ms. Mary Pat McCarthy became a member of the Board of Directors (the “Board”) of Tesoro Corporation (“the Company”) and concurrently the Board increased the number of directors from nine to ten. The Board determined that Ms. McCarthy meets the independence requirements under the rules of the New York Stock Exchange and the Company’s independence standards and that there are no transactions between Ms. McCarthy and the Company that would require disclosure under Item 404(a) of Regulation S-K. Ms. McCarthy will immediately serve on the Board’s Governance Committee and will serve on the Audit Committee upon the filing of the Company’s 2012 Annual Report on Form 10-K. The Press Release announcing Ms. McCarthy’s election is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01
 
Financial Statements and Exhibits.
     d)   Exhibits.
 
99.1

 
Press Release dated December 27, 2012.










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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 27, 2012
 
 
 
 
 
 
TESORO CORPORATION

 
 
 
By:  
/s/ CHARLES S. PARRISH
 
 
 
Charles S. Parrish
 
 
 
Executive Vice President, General Counsel and Secretary
 
 














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Index to Exhibits


Exhibit
Number
 
 
Description of the Exhibit
 
99.1
 
 
Press release dated December 27, 2012.
 
 
 
 
 
 












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