UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934

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HOLLYFRONTIER CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ  No fee required.

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

2018

NOTICE OF 2015

ANNUAL MEETING

AND PROXY STATEMENT

Wednesday, May 9, 2018, 12:00 p.m. Eastern Daylight Time

Lakeshore Convention Centre, Clarkson Room, 806 Southdown Road, Mississauga, Ontario L5J 2Y4, Canada

March 26, 201522, 2018

NOTICE OF 2018 ANNUAL MEETING

AND PROXY STATEMENT

Dear Stockholder:

You are invited to attend the annual meetingAnnual Meeting of stockholders of HollyFrontier Corporation.Corporation (the “Company”). The meeting will be held as shown below.

		8:30 a.m., Central Daylight Time, Wednesday, May 13, 2015
When:		DoubleTree by Hilton Hotel Tulsa Downtown12:00 p.m. Westminster/Dover Conference RoomEastern Daylight Time 616 W. 7th St.Wednesday Tulsa, Oklahoma 74127May 9, 2018
		Items of Business •   Election of 911 directors to hold office until the 20162019 annual meeting of stockholders; •   Approval, on an advisory basis, of the compensation of the Company’s named executive officers; •   Ratification of the appointment of Ernst & Young LLP as the Company’s registered public accounting firm for the 20152018 fiscal year;year. •   Approval of amendment setting forth the material terms of the HollyFrontier Corporation Omnibus Incentive Compensation Plan for purposes of complying with certain requirements of Section 162(m) of the Internal Revenue Code;
Where:			Lakeshore Convention Centre •   Approval of amendment setting forth the material terms of the HollyFrontier Corporation Long-Term Incentive Compensation Plan for purposes of complying with certain requirements of Section 162(m) of the Internal Revenue Code; andClarkson Room •   Stockholder proposal included in the proxy statement.806 Southdown Road Mississauga, Ontario L5J 2Y4, Canada
				Who Can Vote Stockholders of record at the close of business on March 16, 201512, 2018 are entitled to receive notice of, and the right to vote at, the Annual Meeting.

Information about the meeting is presented in the following proxy statement. Please read the enclosed information and our 20142017 Annual Report carefully before voting your proxy.

ItYour vote is important that your shares be voted at the meeting.to us. Whether or not you plan to attend the meeting, please sign, date and return the proxy card (if you have requested a paper copy of the proxy materials) or vote using the internet or telephone voting procedures described on the Notice of Internet Availability.

Thank you for your continued support of the Company. We look forward to seeing you at the Annual Meeting.

		Michael C. Jennings
		Chairman of the Board		George J. Damiris Chief Executive Officer and President

TABLE OF CONTENTS

No repricing of stock options or stock appreciation rights without stockholder approval

If your shares are registered in your name with EQ Shareowner Services (formerly known as Wells Fargo Shareowner Services,Services), the Company’s transfer agent, you are considered the “stockholder of record” of those shares. If your shares are held in an account with a broker, bank or other nominee, you are considered the “beneficial owner” or holder in “street name” of those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares.

What am I voting on, and how does the Board recommend that I vote?

How do I vote if I am a stockholder of record?

If you are a stockholder of record, you may vote in person at the Annual Meeting or by proxy using any of the following methods:

If you vote by internet or telephone, do not return your proxy card.Submitting your proxy by internet or telephone will not affect your right to vote in person should you decide to attend the Annual Meeting. The telephone and internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly.

How do I vote if I hold my shares in street name?

If you hold your shares in street name, you will receive instructions from your broker, bank or other nominee describing how to vote your shares. In addition, you may be eligible to vote by internet or telephone if your broker, bank or other nominee participates in the proxy voting program provided by Broadridge. If your bank, brokerage firm or other nominee is participating in Broadridge’s program, your voting form will provide instructions. Beneficial owners voting by telephone or internet are subject to the same deadlines as described above for holders of record.

What can I do if I change my mind after I submit my proxy?

If you are a stockholder of record, you can revoke your proxy prior to the completion of voting at the Annual Meeting by:

8    HollyFrontier Corporation

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your broker, bank or other nominee.

What happens if I do not give specific voting instructions?

All properly executed proxies, unless revoked as described above, will be voted at the Annual Meeting in accordance with your instructions on your proxy. If a properly executed proxy gives no specific instructions, your shares will be voted in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

If you are a beneficial owner of shares and do not provide your broker, bank or other nominee with specific voting instructions, the rules of the New York Stock Exchange require that these institutions only vote on matters for which they have discretionary power to vote. If your broker, bank or other nominee does not receive instructions from you on how to vote your shares and they do not have discretion to vote on the matter, then the broker, bank or other nominee will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares, resulting in a “brokernon-vote.”

Your broker, bank or other nominee is not permitted to vote on your behalf in the election of directors (Proposal 1), or the advisory vote on the compensation of the Company’s named executive officers (Proposal 2), approval of the material terms of the HollyFrontier Corporation Omnibus Incentive Compensation Plan (Proposal 4), or approval of the material terms of the HollyFrontier Corporation Long-Term Incentive Compensation Plan (Proposal 5) unless you provide specific instructions to them. Accordingly, if you do not provide timely voting instructions to your broker, bank

or other nominee that holds your shares, that institution will be prohibited from voting on all of the proposals in its discretion, except the ratification of the appointment of the independent public accounting firm (Proposal 3) and the stockholder proposal (Proposal 6).

How many votes must be present to hold the meeting?

A quorum is necessary for conducting a valid meeting. Holders of a majority of the outstanding shares of our common stock must be present, in person or by proxy, to constitute a quorum at the Annual Meeting. Abstentions (shares of the Company’s common stock for which proxies have been received but for which the holders have abstained from voting) will be counted as present and entitled to vote for purposes of determining a quorum.

What are the voting requirements for each of the matters to be voted on at the Annual Meeting?

2018 Proxy Statement    9

How are proxies being solicited and who pays the solicitation expenses?

Proxies are being solicited by the Board on behalf of the Company. All expenses of the solicitation, including the cost of preparing and mailing this proxy statement, will be borne by the Company. The Company has retained GeorgesonMacKenzie Partners, Inc. to assist in the solicitation of proxies for the Annual Meeting. For these services, the Company will pay Georgeson $11,000MacKenzie Partners $17,500 and will reimburse GeorgesonMacKenzie Partners for reasonableout-of-pocket expenses. Additionally, proxies may be solicited by our officers, directors and employees personally or by telephone,e-mail or other forms of communication. The Company may also request banks, brokerage firms, custodians, nominees and fiduciaries to forward proxy materials to beneficial owners of the Company’s common stock. The costs of the solicitation, including reimbursements of any forwarding expenses, will be paid by the Company.

ELECTION OF DIRECTORS10    HollyFrontier Corporation

Election of Directors

(PROPOSALProposal 1)

Currently, the Board consists of nineeleven directors. Each of the Company’s directors stands for election each year at the annual meeting.

Each director nominee identified below is an incumbent director whose nomination to serve on the Board was recommended by the Nominating/Corporate Governance Committee and approved by the Board. The director nominees, if elected, will serve until the 20162019 annual meeting of stockholders, or until their earlier resignation or removal. Each director nominee has indicated a willingness to serve if elected.

Required Vote and Recommendation

The election of directors requires the approval of a majority of the votes cast for each director.

Michael C. Jennings		Director since 2011; age 49.	THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED BELOW.

2018 Proxy Statement    11

12    HollyFrontier Corporation

2018 Proxy Statement    13

R. Kevin Hardage
Director Since: 2011 Age: 56 Committees: •  Compensation Committee •  Environmental, Health, Safety, and Public Policy Committee		Director since 2011; age 53.
Principal OccupationOccupation::		Chief Executive Officer of Turtle Creek Trust Company,Co-founder, President and Portfolio Manager of Turtle Creek Management, LLC and anon-controlling manager and member of TCTC Holdings, LLC.
Business Experience:		Mr. Hardage has served as Chief Executive Officer of Turtle Creek Trust Company, a private trust and investment management firm, since 2009 and has served as President and Portfolio Manager of Turtle Creek Management, a registered investment advisory firm, since 2006. In addition, Mr. Hardage serves as anon-controlling manager and member of TCTC Holdings, LLC, a bank holding company that is a banking, securities and investment management firm.
Additional Directorships: Mr. Hardage currently serves as a director of HLS, the general partner of the general partner of HEP. Qualifications:		Mr. Hardage brings to the Board executive and general management experience as well as significant financial expertise.

14    HollyFrontier Corporation

2018 Proxy Statement    15

None of our directors reported any litigation for the period from 2005-20152008-2018 that is required to be reported in this Proxy Statement.

16    HollyFrontier Corporation

CORPORATE GOVERNANCECorporate Governance

The Board and senior management believe that one of their primary responsibilities is to promote a corporate culture of accountability, responsibility and ethical conduct throughout the Company. The Company is committed to maintaining the highest standard of business conduct and corporate governance, which we believe is essential to operating our business efficiently, maintaining our integrity in the marketplace and serving our stockholders.

Consistent with these principles, the Company has adopted a Code of Business Conduct and Ethics and Corporate Governance Guidelines. These documents, together with our certificate of incorporation,by-laws and Board committee charters, form the framework for our governance. AllCopies of these documents are publicly available on our website atwww.hollyfrontier.com. Copies of these documents and may also be obtained free of charge upon written request to HollyFrontier Corporation, 2828 North Harwood, Suite 1300, Dallas, Texas 75201, Attention: Vice President,Director, Investor Relations.

Demonstrating our commitment to leading corporate governance practices, during 2014 we engaged in discussions with certain of our largest institutional investors representing approximately 25% of our outstanding shares. Our agenda centered on corporate governance practices, executive compensation, environmental stewardship and other matters. These investors expressed appreciation for our outreach efforts, and several investors provided positive comments on our strong governance and compensation practices. The feedback received was summarized and presented to the Nominating/Corporate Governance Committee. Investors were interested in our disclosure regarding environmental and social matters. As a result, we created a Community page on our website, and we increased disclosure regarding our investments on environmental projects.

Board Leadership Structure

In accordance with our Corporate Governance Guidelines, our Board is responsible for selecting the Board leadership structure that is in the best interests of the Company. Our Board, at this time, has determined that a leadership structure consisting of a combined role ofseparate Chief Executive Officer and Chairman of the Board roles, together with a strong lead independent director, is appropriate for ourthe Company. AsCurrently, Mr. Jennings bears the primary responsibility for managingserves as our day-to-day business, the combinationChairman of the role ofBoard, and Mr. Damiris serves as our Chief Executive Officer and ChairmanPresident.

The Board believes that at this time the separation of these positions enhances both the oversight of management by the Board ensures that key business issues and stockholder interests are brought to the attention of our Board.Company’s overall leadership structure. In addition, as a result of his former role as theour Chief Executive Officer, of the Company, Mr. Jennings has Company-specific experience that can benefit his roleand expertise and as Chairman of the Board in identifyingcan identify strategic priorities, leadinglead the discussion and executingexecution of strategy, and facilitatingfacilitate the flow of information between management and the Board.

In order to give a significant voice to ournon-management directors and to reinforce effective, independent leadership on the Board, and in recognition of his demonstrated leadership skills, the Board has appointed Mr. Bech as lead director. The lead director’s responsibilities are set forth in the Company’s Corporate Governance Guidelines and include:

We believe that the foregoing structure, policies and practices, when combined with the Company’s other governance policies and procedures, provide appropriate opportunities for oversight, discussion and evaluation of decisions and direction from the Board, and are in the best interest of our stockholders.

Board Oversight of Risk Management

The Board oversees management of risk. The Board regularly reviews information regarding the Company’s business and operations, including the key operational and/or financial risks. As described below, consistent with SEC regulations and NYSENew York Stock Exchange (“NYSE”) requirements, the Board committees are also engaged in overseeing risk associated with the Company.

While each committee is responsible for evaluating certain risks and overseeing the management of those risks, the full Board is ultimately responsible for overseeing the Company’s risk

exposures and management thereof, and the Board is regularly informed on these matters through committee and senior management presentations.

The Board also receives input from the Company’s Risk Management Oversight Committee on management’s views of the risks facing the Company. This committee is made up of management personnel and monitors the risk environment for the Company as a whole. This committee also supports the efforts of the Board and the Board committees to monitor and evaluate guidelines and policies governing the Company’s risk assessment and management.

Director Independence

Board of Directors. NYSE listing requirements and our Corporate Governance Guidelines require that at least a majority of the Board meet the NYSE criteria for independence. The Board has determined that each of its non-management directors,Mses. Ainsworth and Catalano and Messrs. Bech, Echols, Hardage, Kostelnik, Lee, Myers Rose and Valenta,Rose is independent under the NYSE independence standards. The Board previously determined that Mr. JenningsValenta was independent under the NYSE independence standards during his service on the Board. Mr. Damiris is deemed not to be independent because he is an employee of the Company.

In accordance with our director retirement policy, Mr. Buford P. BerryCompany, and Mr. Robert G. McKenzie didJennings is not stand for reelection atindependent because he does not meet the 2014 Annual Meeting but served as directors for a portion of the 2014 fiscal year. The Board has determined that Messrs. Berry and McKenzie were independentindependence requirements under the NYSE independence standards while serving as directors of the Company.listing standards.

Audit Committee. The Board has determined each member of the Audit Committee is “independent” as defined by the NYSE listing standards and Rule10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”). The Board previously determined that Mr. Valenta was “independent” as defined by the NYSE listing standards and Rule10A-3 of the Exchange Act during his service on the Audit Committee. The Board has also determined that Mr. Echols’ service as a member of the audit committees of Trinity Industries, Inc., EnLink Midstream GP, LLC (since March 2014) and EnLink Midstream Manager, LLC (since March 2014) does not impair his ability to effectively serve on the Audit Committee of the Company. The Board previously determined that Mr. Echols’ service as a member of the audit committees of Crosstex Energy. L.P. and Crosstex Energy, Inc. (both prior to March 2014) did not impair his ability to effectively serve on the Audit Committee of the Company.

Compensation Committee. The Board has determined each member of the Compensation Committee is “independent” as defined by the NYSE listing standards. The Board had previously determined that Mr. Berry and Mr. McKenzie were “independent” as defined by the NYSE listing standards during the time they served on the Compensation Committee. For each member of the Compensation Committee, the Board considered all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including the sources of such director’s compensation, such as any consulting, advisory or other compensatory fees paid by the Company, and whether the director has an affiliate relationship with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.

18    HollyFrontier Corporation

Nominating/Corporate Governance Committee. The Board has determined each member of the Nominating/Corporate Governance Committee is “independent” as defined by the NYSE listing standards. The Board had previously determined that Mr. Berry and Mr. McKenzie were “independent” as defined by the NYSE listing standards during the time they served on the Nominating/Corporate Governance Committee.

Environmental, Health, Safety, and Public Policy Committee. The Board has determined each member of the Environmental, Health, Safety, and Public Policy Committee, other than Mr. Jennings, is “independent” as defined by the NYSE listing standards.

For more information, see “Additional Information—Stockholder Proposals.”

Director Search Process

As a result of Mr. Valenta’s death in February 2017, the Nominating/Corporate Governance Committee began a process to identify potential candidates to appoint to the Board. The Nominating/Corporate Governance Committee retained Heidrick & Struggles in July 2017 to assist with a search for a new director. Heidrick & Struggles was instructed to identify highly qualified diverse candidates, including women and individuals from minority groups, to include in the pool of candidates. Heidrick & Struggles assisted the Nominating/Corporate Governance Committee in developing the position specification and initiated a search. While Ms. Catalano was initially recommended to our Chief Executive Officer by a third party, her name was provided to Heidrick & Struggles, who reviewed her qualifications in the same manner as other potential candidates identified by Heidrick & Struggles, including Ms. Ainsworth. Heidrick & Struggles also assisted the Nominating/Corporate Governance Committee in interviewing potential candidates to appoint to the Board. At the conclusion of the process, the Nominating/Corporate Governance Committee nominated, and the Board appointed, Mses. Ainsworth and Catalano to the Board.

Communications with the Board

Any stockholder or other interested party may communicate with thenon-management directors bye-mailing the lead director at presiding.director.HFC@hollyfrontier.com or writing to: Lead Director, c/o Secretary, HollyFrontier Corporation, 2828 NorthN. Harwood, Suite 1300, Dallas, Texas 75201. Communications to the Board generally may be sent certified mail to HollyFrontier Corporation, 2828 NorthN. Harwood, Suite 1300, Dallas, Texas 75201, Attention: Secretary. The Secretary will forward all communications to the appropriate director or directors, other than those communications that are merely solicitations for products or services or relate to matters that are of a type that are clearly improper or irrelevant to the functioning of the Board or the business and affairs of the Company.

Code of Conduct

The Company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers and employees. The purpose of this Code is to, among other things, affirm the Company’s commitment to the highest standards of business conduct and ethics, integrity and compliance reporting in accordance with all applicable laws. The Code sets forth a common set of values and standards to which all of the Company’s directors, officers and employees must adhere. The Company will post information regarding anany amendment to, or waiver from, its Code of Business Conduct and Ethics on its website under the Investor Relations tab.

20    HollyFrontier Corporation

The Board, Its Committees and Its Compensation

THE BOARD, ITS COMMITTEES AND ITS COMPENSATIONThe Board

The Board

Under the Company’s Corporate Governance Guidelines, Board members are expected to devote the time reasonably necessary to discharge their responsibilities and to prepare for and, to the extent reasonably practicable, attend and participate in all meetings of the Board and Board committees on which they serve. During 2014,2017, the Board held six meetings.15meetings. Each director attended at least 75% of the total number of meetings of the Board and committees on which he or she served during the period he or she was a director.

The Company does not have a policy regarding director attendance at the annual stockholder meeting. EightAll of our nine then-current directors attended the 20142017 annual meeting of stockholders. Mr. Lee was unable to attend due to a personal conflict.

Board Committees

The Company currently has fivesix standing committees:

Other than the Executive Committee, each of these committees operates under a written charter adopted by the Board. The Executive Committee operates pursuant to authority that is specifically delegated to it by the Board, and such delegated authority may be revoked at any time.

Upon the Nominating/Corporate Governance Committee’s recommendations, the Board elects committee members annually. The table below sets forth the current compositionnumber of our Board committees.meetings held by each Committee in 2017:

Audit Committee

The Audit Committee oversees our accounting and financial reporting processes and the audits of the Company’s financial statements. In addition, the Audit Committee oversees management of exposure to financial risks and data system risks, including cyber security, and monitors and evaluates the effectiveness of the Company’s risk management and risk assessment guidelines and policies. The functions and responsibilities of the Audit Committee pursuant to its charter include:

2018 Proxy Statement    21

During 2014, the Audit Committee held seven meetings. Our independent registered public accounting firm reports directly to the Audit Committee. Each member of the Audit Committee, including Mr. Valenta during his service on the Audit Committee, has or had the ability to read and understand fundamental financial statements, and each of Mr. Echols and Mr. Rose meets the requirements of an “audit committee financial expert” as defined by the rules of the SEC.

Compensation Committee

The Compensation Committee establishes and administers the Company’s policies, programs and procedures for compensating executive officers and the Board and oversees the management of

risks relating to the Company’s executive compensation plans and arrangements. The Compensation Committee may form and delegate some or all of its authority and responsibilities to subcommittees as it deems appropriate. The functions and responsibilities of the Compensation Committee pursuant to its charter include:

The Compensation Committee also has the authority to retain, compensate, direct, oversee and terminate outside counsel, compensation consultants and other advisors hired to assist the Committee. For 2014,Since September 2011, the

22    HollyFrontier Corporation

Compensation Committee has retained Pearl Meyer & Partners (“PM&P”Pearl Meyer”) as its independent compensation consultant for matters related to executive andnon-management director compensation. In selecting PM&PPearl Meyer as its independent compensation consultant, the Compensation Committee assessed the independence of PM&PPearl Meyer pursuant to SEC rules and considered, among other things, whether PM&PPearl Meyer provides any other services to us, the fees paid by us to PM&PPearl Meyer as a percentage of PM&P’sPearl Meyer’s total revenues, the policies of PM&PPearl Meyer that are designed to prevent any conflict of interest between PM&P,Pearl Meyer, the Compensation Committee and us, any personal or business relationship between PM&PPearl Meyer and a member of the Compensation Committee or one of our executive officers and whether PM&PPearl Meyer owned any shares of our common stock. In addition to the foregoing, the Compensation Committee received an independence letter from PM&P,Pearl Meyer, as well as other documentation addressing the firm’s independence. PM&PPearl Meyer reports exclusively to the Compensation Committee and does not provide any additional services to us. The Compensation Committee has discussed these considerations and has concluded that PM&PPearl Meyer is independent and that we do not have any conflicts of interest with PM&P.Pearl Meyer.

During 2014,In December 2017, the Compensation Committee held four meetings.engaged Meridian Compensation Partners, LLC (“Meridian”) to provide advice relating to executive compensation matters beginning with the 2018 fiscal year. Meridian did not provide any information or advice to the Compensation Committee with respect to matters related to executive andnon-management director compensation in 2017.

Nominating/Corporate Governance Committee

The Nominating/Corporate Governance Committee assists the Board in overseeing that the Company is governed in a manner consistent with the best interests of the Company and its stockholders. In addition, the Nominating/Corporate Governance Committee oversees the Company’s

ethics and compliance programs. The functions and responsibilities of the Nominating/Corporate Governance Committee pursuant to its charter include:

During 2014, the Nominating/Corporate Governance Committee held four meetings.

Environmental, Health, Safety, and Public Policy Committee

The Environmental, Health, Safety, and Public Policy Committee oversees the Company’s environmental, health, safety and public policy matters. In addition, the Environmental, Health, Safety, and Public Policy Committee oversees the management of risks associated with such matters. The functions and responsibilities of this committeethe Environmental, Health, Safety, and Public Policy Committee pursuant to its charter include:

During 2014, the Environmental, Health, Safety, and Public Policy Committee held four meetings.

2018 Proxy Statement    23

Finance Committee

The Finance Committee oversees the Company’s capital allocation and capital investment strategies, including implementation and cost of capital. The functions and responsibilities of the Finance Committee include:

Executive Committee

The Executive Committee has such authority as the Board shall delegate to the committee from time to time. During 2014, the Executive Committee held two meetings.

Director Compensation

The Compensation Committee annually evaluates the compensation program for members of the Board who are not our officers or employees (“(“non-management directors”) in light of then-current market practices. Based on a recommendation from the Compensation Committee and in light of the Board approved changesfact that Mr. Jennings ceased to be an employee of the non-management director compensation program,Company, effective January 1, 2014. Specifically,2017, the Board approved an increase inannual retainer of $200,000 for the annual cash retainer for Board service from $80,000 to $90,000 and an increase inChairman of the Audit Committee chair annual cash retainer from $15,000 to $20,000.Board. The components ofnon-management director compensation for 20142017 are set forth below. Members of the Board who also serve as our officers or employees do not receive additional compensation in their capacity as directors.

For 2014, 2017,non-management directors were entitled to receive Board and Board committee retainers and meeting fees payable in cash and the other compensation described in the following table. We also reimburse directors for all reasonable expenses incurred in attending Board and Board committee meetings upon submission of appropriate documentation.

24    HollyFrontier Corporation

Equity Awards

Non-management directors receive an annual equity award grant in the form of restricted stock units having a fair market value of approximately $135,000 on the date of grant. At its last regular meeting in 2013, the Compensation Committee decided to make certain changes to the timing of the annual equity award grant process for non-management directors. Specifically, the Compensation Committee

determined thatThese annual grants of equity awards for 2014 and later years will beare made in the fourth quarter of the preceding year rather than in the first quarter ofpreceding the year to which the award relates in order to align the timing of the equity award grants with the timing of the other compensation decisions made fornon-management directors and with the timing of long-term equity incentive award grants for our executive officers.

Continued service on the Board through the stated vesting date for the restricted stock units, which is in most cases approximately one year following the date of grant, is required in order for the restricted stock units to become vested. The restricted stock units granted in November 20132016 for the 20142017 fiscal year vested on December 1, 2014.2017. The restricted stock units granted in November 20142017 for the 20152018 fiscal year will vest on December 1, 2015.2018. Accelerated vesting of outstanding restricted stock units will occur upon a change in control (subject to the director serving as a member of the Board immediately prior to the change in control) or the director’s death, disability or retirement. Settlement of the restricted stock units in shares of our common stock occurs within 30 days of the event that caused the restricted stock units to vest. Directors do not have the rights of a stockholder with respect to the shares underlying the restricted stock units until the award vests and is settled in shares. However, directors are entitled to the payment of dividend equivalents on outstanding restricted stock units in the form of cash in an amount equal to the dividends that would have been paid with respect to the underlying shares after January 1 of the year following the year in which the date of grant occurs. These dividend equivalents are not subject to forfeiture.

Nonqualified Deferred Compensation

Ournon-management directors are eligible to participate in the HollyFrontier Corporation Executive Nonqualified Deferred Compensation Plan, which is nottax-qualified under Section 401 of the Internal Revenue Code and allows participants to defer receipt of certain compensation (the “NQDC Plan”). The NQDC Plan allowsnon-management directors the ability to defer up to 100% of their cash retainers and meeting fees for a calendar year. Participating directors have full discretion over how their contributions to the NQDC Plan are invested among the offered investment options, and earnings on amounts contributed to the NQDC Plan are calculated in the same manner and at the same rate as earnings on actual investments. We do not subsidize a participant’s earnings under the NQDC Plan.

Mr. Myers was the onlynon-management director that participated in the NQDC Plan in 2014.2017. During 2014,2017, no above market or preferential earnings were paid to Mr. Myers under the NQDC Plan and, therefore, none of the earnings received by Mr. Myers during 20142017 are included in the Director Compensation Table below. For additional information on the NQDC Plan, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Retirement Benefits and Perquisites—Retirement Plans—Deferred Compensation Plan” and “Executive Compensation—Nonqualified Deferred Compensation.”

2018 Proxy Statement    25

Stock Ownership and Retention Policy forNon-Management Directors

Non-management directors are expected to acquire and hold during their service on the Board shares of our common stock equal in value to at least three times the annual Board cash retainer paid to ournon-management directors (excluding any retainer paid for service on a Board committee). Directors have five years from their initial election to the Board to meet the target stock ownership requirements.

Directors are required to continuously own sufficient shares to meet the stock ownership requirements once attained. Until the directors attain compliance with the stock ownership policy, the

directors will be required to hold 50% of the shares of common stock received from any equity award. If a director attains compliance with the stock ownership policy and subsequently falls below the requirement because of a decrease in the price of our common stock, the director will be deemed in compliance provided that the director retains the shares then held.

As of December 31, 2014,2017, all of ournon-management directors were in compliance with the stock ownership policy or were within the five year grace period provided under the stock ownership policy.

Anti-Hedging and Anti-Pledging Policy

All of our directors are subject to our Insider Trading Policy, which, among other things, prohibits such directors from entering into short sales or hedging or pledging shares of our common stock.

Director Compensation Table

The table below sets forth the compensation earned by each of ournon-management directors in 2014.2017.