WESTERN REFINING, INC. (NYSE:WNR) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders
On March 24, 2017, Western Refining, Inc. (Western
Refining) held a special meeting of its stockholders (the
Special Meeting) in connection with the merger transaction
(Merger) contemplated by the Agreement and Plan of Merger,
dated as of November 16, 2016 (the Merger Agreement), as
such agreement may be amended from time to time, among Western
Refining, Tesoro Corporation (Tesoro), Tahoe Merger Sub 1,
Inc. and Tahoe Merger Sub 2, LLC.
As of the close of business on February 10, 2017, the record date
for the Special Meeting, there were 108,698,408 outstanding
shares of Western Refining common stock. 88,240,033 shares of
Western Refinings common stock were represented in person or by
proxy at the Special Meeting and, therefore, a quorum was
present. The number of shares voted for or against, as well as
abstentions and broker non-votes, if applicable, with respect to
each proposal presented at the Special Meeting is set forth
below:
| 1. | Proposal to adopt the Merger Agreement. |
|
For |
Against |
Abstentions |
Broker Non-Votes |
| 87,404,208 | 541,123 | 294,702 |
The proposal was approved, having received for votes from a
majority of the outstanding shares of Western Refining common
stock entitled to vote at the Special Meeting.
| 2. |
Proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve Proposal 1. |
|
For |
Against |
Abstentions |
Broker Non-Votes |
| 81,237,869 | 6,703,058 | 299,106 |
The proposal was approved, having received for votes from a
majority of the shares of Western Refining common stock present
in person or by proxy at the Special Meeting and entitled to vote
on the proposal.
| 3. |
Proposal to approve, by a non-binding, advisory vote, certain compensation that may be paid or become payable to Western Refinings named executive officers that is based on or otherwise relates to the Merger. |
|
For |
Against |
Abstentions |
Broker Non-Votes |
| 75,961,355 | 11,678,435 | 600,243 |
The proposal was approved, having received for votes from a
majority of the shares of Western Refining common stock present
in person or by proxy at the Special Meeting and entitled to vote
on the proposal.
| 4. |
Proposal to approve, by a non-binding advisory vote, an amendment to the certificate of incorporation of Tesoro to increase the number of authorized shares of Tesoro common stock from 200 million to 300 million. |
|
For |
Against |
Abstentions |
Broker Non-Votes |
| 86,360,467 | 1,427,059 | 452,507 |
The proposal was approved, having received for votes from a
majority of the shares of Western Refining common stock present
in person or by proxy at the Special Meeting and entitled to vote
on the proposal.
Item 8.01 Other Events.
On March 24, 2017, Western Refining issued a press release
announcing the results of the Special Meeting and of the special
meeting of Tesoro stockholders held on March 24, 2017. A copy of
the press release is filed as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release of Western Refining, Inc., dated March 24,
2017.
About WESTERN REFINING, INC. (NYSE:WNR)
Western Refining, Inc. (Western) is a crude oil refiner and marketer of refined products. The Company operates through four segments: refining, Northern Tier Energy LP (NTI), Western Refining Logistics, LP (WNRL) and retail. Its refining segment owns and operates over two refineries in the Southwest that process crude oil and other feedstocks into gasoline, diesel fuel, jet fuel and asphalt. Its NTI segment owns and operates refining and transportation assets and operates and supports retail convenience stores in the Upper Great Plains region of the United States. Its WNRL segment owns and operates terminal, storage, transportation and wholesale assets consisting of a fleet of crude oil and refined product truck transports and wholesale petroleum product operations in the Southwest region. WNRL’s primary customer is its refineries in the Southwest. Its retail segment operates retail convenience stores and unmanned commercial fleet fueling locations located in the Southwest. WESTERN REFINING, INC. (NYSE:WNR) Recent Trading Information
WESTERN REFINING, INC. (NYSE:WNR) closed its last trading session down -0.64 at 34.66 with 1,506,557 shares trading hands.
