Form 8-K - Current report

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): February 23, 2024

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))

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

Title of Class			Trading Symbol(s)			Name of each exchange of which registered
Common stock, $0.01 par value			PARR			New York Stock Exchange

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. ☐

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

Retirement of William Pate as Chief Executive Officer

On February 23, 2024, William Pate announced his plans to retire as Chief Executive Officer of Par Pacific Holdings, Inc. (the “Company” or “Par Pacific”), effective as of April 30, 2024. Mr. Pate was instrumental in the appointment of his successor and will remain on the Company’s Board of Directors. Mr. Pate’s unvested restricted stock awards and performance restricted stock unit awards will be accelerated and will vest on his retirement date.

Appointment of William Monteleone as President and Chief Executive Officer

On February 23, 2024, the Board of Directors of Par Pacific appointed William Monteleone to become the Company’s President and Chief Executive Officer, effective upon Mr. Pate’s retirement.

Mr. Monteleone, age 40, served as the Company’s President since January 2023, as Executive Vice President and Chief Financial Officer from January 2022 to January 2023, as Senior Vice President and Chief Financial Officer from March 2017 to January 2022, as Senior Vice President of Mergers & Acquisitions from January 2015 to March 2017, and as Chief Executive Officer from June 2013 to January 2015. Mr. Monteleone graduated magna cum laude from Vanderbilt University with a bachelor’s degree.

In connection with Mr. Monteleone’s appointment, his annual base salary will increase to $750,000 per year, paid in accordance with the Company’s payroll practices. Mr. Monteleone is also eligible to receive an annual performance bonus, depending upon his performance and the Company’s profitability. Mr. Monteleone’s target cash bonus is 100% of his annual base salary, and his target long-term incentive plan bonus is 300% of his annual base salary, to be split evenly between restricted stock and performance restricted stock units. On April 30, 2024, Mr. Monteleone will receive a one-time award of 350,000 nonqualified stock options based on the closing price of the Company’s common stock on that date. The options will have a ten-year term and cliff-vest after five years.

Mr. Monteleone is also eligible to participate in any benefit plans that may be offered from time to time by the Company to its employees generally and in the Company’s 401(k) plan, in each case subject to his satisfaction of the applicable eligibility provisions.

Item 7.01 Regulation FD Disclosure

On February 27, 2024, the Company issued a news release announcing the Chief Executive Officer transition plans. The news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K 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, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Exhibits

99.1	News Release dated February 27, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 28, 2024


PAR PACIFIC HOLDINGS, INC.

By:		/s/ Jeffrey R. Hollis
		Jeffrey R. Hollis
		Senior Vice President and General Counsel

Exhibit 99.1

NEWS RELEASE

PAR PACIFIC ANNOUNCES CEO TRANSITION PLANS

●

William Pate to step down as Chief Executive Officer; will remain Director

●

Will Monteleone, current President, will assume President and Chief Executive Officer position

HOUSTON, February 27, 2024 – Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”) today announced a leadership transition effective as of the Company’s May 2024 shareholders’ meeting. William Pate will retire as Chief Executive Officer at the upcoming annual shareholders’ meeting after eight years as leader of the rapidly growing energy company. The company’s Board of Directors unanimously appointed Will Monteleone to become the company’s President and Chief Executive Officer. Monteleone has been with Par Pacific for more than a decade and has served in several leadership positions for the company. Pate and Monteleone will each continue to serve as members of the company’s Board of Directors.

Robert Silberman, Chairman of Par Pacific’s Board of Directors, said “Bill Pate has been the instrumental force behind Par Pacific’s success since its inception over 10 years ago. He has served as the company’s founding lead investor, a board member, and its Chief Executive Officer. Under Bill’s stewardship our enterprise has grown from nothing to over $8.2 billion in revenue, $680 million in operating income, and over $8.00 in adjusted per share earnings. We are very grateful to Bill for his outstanding leadership and look forward to his continued contribution as a board member. Will Monteleone has been Bill’s strong right hand for over a decade, and the board has every confidence the company will continue to thrive with Will at the helm.”

“There is no better way to leave Par Pacific than in the very capable hands of Will Monteleone with whom I worked closely in the development of our business and strategy,” commented Pate. “We are fortunate to have a deep bench of talented executives with a bright future ahead of us. I look forward to maintaining a role with the company as a board member and shareholder.”

“Bill’s exceptional leadership in the face of both challenges and success have set the standard,” said Monteleone. “His wisdom, integrity, humility, and creativity are foundational elements of our Company culture that we will carry forward. The Company’s strong business outlook and balance sheet paired with our talented management team gives me great confidence for our future. I am very excited to continue working closely with the entire Par Pacific team to drive shareholder value over the next chapter of our growth.”

About Par Pacific

Par Pacific Holdings, Inc. (NYSE: PARR), headquartered in Houston, Texas, is a growing energy company providing both renewable and conventional fuels to the western United States. In the Pacific Northwest and the Rockies, Par Pacific owns and operates 125,000 bpd of combined refining capacity across three locations and an extensive energy infrastructure network, including 7.6 million barrels of storage, and marine, rail, rack, and pipeline assets. In addition, Par Pacific operates the “nomnom” convenience store chain and supplies ExxonMobil-branded fuel retail stations in the region. Par Pacific owns and operates one of the largest energy infrastructure networks in Hawaii with 94,000 bpd of operating refining capacity, a logistics system supplying the major islands of the state and Hele-branded retail locations. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado. More information is available at www.parpacific.com.

For more information contact:

Ashimi Patel
Director, Investor Relations and Renewables
(832) 916-3355
apatel@parpacific.com

###

Document And Entity Information	Feb. 23, 2024
Document Information [Line Items]
Entity, Registrant Name	Par Pacific Holdings, Inc.
Document, Type	8-K
Document, Period End Date	Feb. 23, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	1-36550
Entity, Tax Identification Number	84-1060803
Entity, Address, Address Line One	825 Town & Country Lane, Suite 1500
Entity, Address, City or Town	Houston
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	77024
City Area Code	281
Local Phone Number	899-4800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	PARR
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000821483