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Form 8-K Western Refining, Inc. For: Jun 02

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June 8, 2015 6:03 AM EDT



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): June 2, 2015

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 No.)
 
 
 
 
123 West Mills Avenue, Suite 200
El Paso, Texas 79901
(Address of principal executive offices and zip code)
 
 
(915) 534-1400
(Registrant's 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:

□   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))






Item 5.07    Submission of Matters to a Vote of Security Holders.
The 2015 Annual Meeting of Shareholders (the “Annual Meeting”) of Western Refining, Inc. (the “Company”) was held on June 2, 2015, at 8:30 AM MDT at the Plaza Theater, located at 125 Pioneer Plaza, El Paso, Texas 79901, with 83,235,562 of the Company’s shares of common stock present or represented by proxy. This represented over 87% of the Company’s 95,508,434 shares outstanding and entitled to vote as of April 14, 2015, the record date of the Annual Meeting. The matters submitted for a vote and the related final voting results are set forth below. A more detailed description of each proposal is set forth in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 22, 2015.

(1)    Proposal 1: Elect seven directors to hold office until the 2016 Annual Meeting of Shareholders. The election of each director was approved as follows:
 
 
 
 
 
 
Shares voted
Nominee
For
Against
Withhold
Broker Non-Votes
Carin Marcy Barth
74,592,132
N/A
2,942,760
5,700,670
Sigmund L. Cornelius
74,502,998
N/A
3,031,894
5,700,670
Paul L. Foster
72,500,595
N/A
5,034,297
5,700,670
L. Frederick Francis
66,562,838
N/A
10,972,054
5,700,670
Robert J. Hassler
76,162,290
N/A
1,372,602
5,700,670
Brian J. Hogan
74,594,144
N/A
2,940,748
5,700,670
Scott D. Weaver
72,581,337
N/A
4,953,555
5,700,670

(2)    Proposal 2: Ratify the appointment of Deloitte & Touche LLP as the Company's independent auditors for fiscal year 2015. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2015 was approved as follows:
 
 
 
 
 
Shares voted
For
 
82,485,266

Against
 
111,502

Abstain
 
638,794

Broker Non-Votes
 
N/A


(3)    Proposal 3: Approval of the Amended and Restated 2010 Incentive Plan of Western Refining, Inc. (the “Plan”) for purposes of Section 162(m) of the Internal Revenue Code. The Plan was approved for purposes of Section 162(m) of the Internal Revenue Code as follows:
 
 
 
 
 
Shares voted
For
 
74,950,200

Against
 
2,103,542

Abstain
 
481,147

Broker Non-Votes
 
5,700,673








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 5, 2015




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