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

Filed by the Registrant  x☒                             Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

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):

NOTICE OF 20162017

ANNUAL MEETING

AND PROXY STATEMENT

March 24, 201623, 2017

Dear Stockholder:

You are invited to attend the Annual 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 11, 201610, 2017
		29502728 N. Harwood St., Suite 2100Ground Floor Dallas, Texas 75201
		•      Election of 109 directors to hold office until the 20172018 annual meeting of stockholders; •      Approval, on an advisory basis, of the compensation of the Company’s named executive officers; •      Approval, on an advisory basis, of the frequency of an advisory vote on 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 20162017 fiscal year; •     Approval of amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan (as it has been amended from time to time, the “LTIP”), which provides for an increase in the maximum number of shares available for awards thereunder by 4,500,000 shares; and •     Approval of the material terms of the LTIP for purposes of complying with certain requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended.year.
		Stockholders of record at the close of business on March 14, 201613, 2017 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 20152016 Annual Report carefully before voting your proxy.

It is important that your shares be voted at the meeting. 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.

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not include all of the information you should consider, and we invite you to read the entire proxy statement and our 20152016 Annual Report carefully before voting.

ANNUAL MEETING OF STOCKHOLDERS

AGENDA AND VOTING RECOMMENDATIONS

Incentive Compensation Plan (as it has been amended from time to time, the “LTIP”), which provides for an increase in the maximum number of shares available for awards thereunder by 4,500,000 shares				proposal; broker non-votes are not considered votes cast and will have no effect
Approval of the material terms of the LTIP for purposes of complying with certain requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended.		Affirmative vote of a majority of the votes cast on the matter		Abstentions and broker non-votes are not considered votes cast and will have no effect		FOR		94

3

Your vote is important. 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.

BOARD NOMINEES

GOVERNANCE HIGHLIGHTS

NAMED EXECUTIVE OFFICERS

For 2015,2016, our named executive officers were as follows:

20152016 BUSINESS HIGHLIGHTS

The following are key highlights of our achievements in 2015:2016:

EXECUTIVE COMPENSATION PROGRAM

6

At our 2016 Annual Meeting, over 95% of the votes cast by our stockholders were voted in support of our named executive officer pay program.

COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM DURING 20152016

The components of the compensation program for our named executive officers during 20152016 were:

20152016 SUMMARY COMPENSATION TABLE

For more information on total compensation as calculated under the U.S. Securities and Exchange Commission (the “SEC”) rules, see the Summary Compensation Table on page 57.55.

FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION

At the Annual Meeting,our stockholders will have the opportunity to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers. As explained in greater detail below, our Board has determined that an advisory vote on executive compensation that occurs every year is the most appropriate for the Company.

For additional information, see page 78.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Ernst & Young LLP, an independent registered public accounting firm, to be the Company’s auditor for fiscal year 2016.2017.

Fees paid to Ernst & Young LLP for services provided during 2015:2016:

For additional information, see page 81.

AMENDMENT TO THE LONG-TERM INCENTIVE COMPENSATION PLAN

At the Annual Meeting, our stockholders will be asked to approve an amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan (the “LTIP”). The proposed amendment to the LTIP increases the maximum number of shares available for awards under the LTIP by 4,500,000 shares. As explained in greater detail below, we believe approval of the amendment is advisable in order to ensure that we have an adequate number of shares available under the LTIP for our compensation programs.

Key features of the LTIP include:

		No repricing of stock options or stock appreciation rights without stockholder approval				No “evergreen” provision included
		Awards are non-transferable, except to a participant’s immediate family member or a related family trust officers is based on our financial performance as compared to that of our industry peers				No automatic award grants are made to any participant
		None of our executive officers have employment agreements				Limitations on the maximum number of awards and awards that may be granted to an individual during a specified period

In addition, we are also seeking approval of the material terms of the LTIP (as amended by the proposed amendment) for purposes of complying with certain requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to the additional shares requested pursuant to the proposed amendment. As explained in greater detail below, we believe approval of the material terms of the LTIP is advisable in order to allow us to grant awards under the LTIP using the additional shares requested pursuant to the proposed amendment that qualify as “performance-based compensation” under Section 162(m) of the Code so that we may fully deduct, for federal income tax purposes, qualifying awards.

For additional information, see pages 83 through 96.80.

HOLLYFRONTIER CORPORATION

2828 North Harwood

Suite 1300

Dallas, Texas 75201

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 11, 201610, 2017

GENERAL INFORMATION

Purpose, Place, Date and Time

This proxy statement provides information in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the HollyFrontier Corporation (the “Company,” “we,” “our” or “us”) for use at the Company’s 20162017 Annual Meeting of Stockholders or any postponement or adjournment thereof (the “Annual Meeting”). The Annual Meeting will be held on May 11, 2016,10, 2017, at 8:30 a.m., Central Daylight Time, at 29502728 N. Harwood St., Suite 2100,Ground Floor, Dallas, Texas 75201. This proxy statement and the enclosed proxy card are being first made available to stockholders on or about March 24, 2016.23, 2017. All stockholders are invited to attend the Annual Meeting.

Internet Availability of Proxy Materials

The Company will continue to take advantage of the “Notice and Access” rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), which allow public companies to deliver a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) and provide internet access to the proxy materials and annual report to their stockholders. The use of Notice and Access generates significant cost savings for the Company.

In lieu of paper copies of the proxy statement and other materials, most of our stockholders will receive a Notice of Internet Availability containing instructions on how to access the proxy materials and annual report and vote online. Please follow the instructions on the Notice of Internet Availability for requesting paper ore-mail copies of our proxy materials and annual report. If you choose to receive future proxy materials bye-mail, you will receive ane-mail next year with instructions with links to the proxy materials, annual report and to the proxy voting site. Your election to receive proxy materials bye-mail will remain in effect until you instruct us otherwise. Choosing to receive your future proxy materials bye-mail will save the Company the cost of printing and mailing documents to you.

Voting Rights and Proxy Information

Who is entitled to vote?

Stockholders of record at the close of business on March 14, 201613, 2017 (the “Record Date”) are entitled to receive notice of and the right to vote at the Annual Meeting. As of the close of business on the Record Date, there were 176,582,249178,114,874 shares of common stock outstanding and entitled to be voted at the Annual Meeting. Each outstanding share of common stock is entitled to one vote.

If your shares are registered in your name with Wells Fargo Shareowner 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.

10

Please do not return the Notice of Internet Availability. The Notice of Internet Availability is not a valid proxy.

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:

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), the advisory vote on the compensation of the Company’s named executive officers (Proposal 2), approvalor the advisory vote on the frequency of the amendment toadvisory vote on the HollyFrontier Corporation Long-Term Incentive Compensation Plan (Proposal 4) or approvalcompensation of the material terms of the HollyFrontier Corporation Long-Term Incentive PlanCompany’s named executive officers (Proposal 5)3) 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)4).

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?

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 MacKenzie Partners, Inc. to assist in the solicitation of proxies for the Annual Meeting. For these services, the Company will pay MacKenzie Partners $17,500 and will reimburse MacKenzie 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 DIRECTORS

(PROPOSAL 1)

Currently, the Board consists of tennine 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 20172018 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.

13

The Board unanimously recommends a vote “FOR” the election of each of the director nominees listed below.

Leldon E. Echols		Director since 2009; age 60.61.
Principal Occupation:		Investor.
Business Experience:		Mr. Echols has been an investor since 2006. Before becoming an investor, Mr. Echols served as Executive Vice President and Chief Financial Officer of Centex Corporation from 2000 until 2006. Before joining Centex, Mr. Echols held various positions, including managing partner, at Arthur Andersen LLP from 1978 until 2000.
Additional Directorships:		Mr. Echols currently is a member of the boards of directors of Trinity Industries, Inc., EnLink Midstream GP, LLC, the general partner of EnLink Midstream Partners, LP (formerly known as Crosstex Energy, L.P.), and EnLink Midstream Manager, LLC, the managing member of EnLink Midstream, LLC. Prior to the closing of the business combination among Devon Energy Corporation, Crosstex Energy, Inc. and Crosstex Energy, L.P. in March 2014, Mr. Echols served on the boards of directors of Crosstex Energy, L.P. and Crosstex Energy, Inc.
Qualifications:		Mr. Echols brings to the Board executive management and board experience with other public companies. Mr. Echols has extensive financial and management experience as well as financial reporting expertise and a level of financial sophistication that qualifies him as an audit committee financial expert. In addition, Mr. Echols’ prior and current service on audit committees of other public companies gives him a range of experiences and skills which allow him to effectively lead the Audit Committee.
R. Kevin Hardage		Director since 2011; age 54.55.
Principal Occupation:		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.
Qualifications:		Mr. Hardage brings to the Board executive and general management experience as well as significant financial expertise.

Robert J. Kostelnik		Director since 2011; age 64.65.
Principal OccupationOccupation::		Principal at Glenrock Recovery Partners, LLC
Business Experience:		Mr. Kostelnik has served as a principal of Glenrock Recovery Partners since January 2012. Glenrock Recovery Partners assists energy, pipeline, and terminal companies with maximizing the value ofnon-fungible liquid hydrocarbons and provides health, safety and environmental compliance and project management consulting services. Mr. Kostelnik served as the President and Chief Executive Officer of Cinatra Clean Technologies, Inc. from 2008 thru 2011. Cinatra provides tank cleaning systems to refining pipelines and terminals. Prior to his retirement in 2007, Mr. Kostelnik served in a number of senior positions during his 16 years with CITGO Petroleum Corporation, including as Vice President of Refining. During that time, Mr. Kostelnik was responsible for, among other things, the creation & implementation of the Health, Safety & Environmental Management System as well as environmental compliance & improvement. CITGO is engaged in the refining and marketing of petro-chemical products.
Additional Directorships:		Mr. Kostelnik served as a director of Frontier from 2010 until the merger in July 2011. He currently serves on the board of directors of Methanex Corporation.
Qualifications:		Mr. Kostelnik brings to the Board significant experience and insight into the Company’s industry through his extensive experience in the refining industry.
James H. Lee		Director since 2011; age 67.68.
Principal Occupation:		Managing General Partner and Principal Owner of Lee, Hite & Wisda Ltd.
Business Experience:		Mr. Lee has served as the Managing General Partner of Lee, Hite & Wisda Ltd., an oil and gas consulting and exploration firm, since founding the firm in 1984.
Additional Directorships:		Mr. Lee served as a director of Frontier from 2000 until the merger in July 2011 and as a director of Forest Oil Corporation from 1991 until the merger of Forest Oil Corporation and Sabine Oil & Gas LLC in December 2014.
Qualifications:		Mr. Lee brings to the Board his extensive experience as a consultant and investor in the oil and gas industry, which provides him with significant insights into relevant industry issues.

Franklin Myers		Director since 2011; age 63.64.
Principal Occupation:		Investor.
Business Experience:		Mr. Myers has been an investor since 2009. In addition, Mr. Myers serves as a senior advisor of Quantum Energy Partners, a private equity firm, since February 2013. Mr. Myers served as an operating advisor to Paine & Partners, LLC, a private equity firm, from 2009 through 2012 and as Senior Advisor to Cameron International Corporation, a publicly traded provider of flow equipment products, from 2008 until 2009. He served Cameron in various other capacities, including as Senior Vice President and Chief Financial Officer from 2003 through 2008, President of Cameron’s compression business from 1998 through 2001 and Senior Vice President and General Counsel from 1995 through 1999. In addition, Mr. Myers served as Senior Vice President and General Counsel of Baker Hughes Incorporated from 1988 through 1995 and as an associate and then a partner at Fulbright & Jaworski (now Norton Rose Fulbright) from 1978 through 1988.
Additional Directorships:		Mr. Myers served as a director of Frontier from 2009 until the merger in July 2011. He currently serves as a director of Forum Energy Technologies, Inc., ION Geophysical Corporation and Comfort Systems USA, Inc. andMr. Myers serves as a director of WireCo WorldGroup Inc., which ceased to have a class of securities registered pursuant to section 12 of the Exchange Act at the end of September 2016.
Qualifications:		Mr. Myers’ experience in senior finance and legal positions at publicly traded energy companies provides him with significant insight into operations, management and finance. In addition, Mr. Myers brings to the Board a broad range of experiences and skills as a result of his service as a director of other public and private companies.
Michael E. Rose		Director since 2011; age 69.70.
Principal Occupation:		Investor.
Business Experience:		Prior to his retirement in 2004, Mr. Rose served in a number of senior positions during his 24 years with Anadarko Petroleum Corporation, most recently serving as Executive Vice President Finance and Chief Financial Officer of Anadarko from 2000 until his retirement.
Additional Directorships:		Mr. Rose served as a director of Frontier from 2005 until the merger in July 2011.
Qualifications:		Mr. Rose brings to the Board significant financial and investment experience with oil and gas companies. He also qualifies as an audit committee financial expert.
Tommy A. Valenta		Director since 2010; age 67.
Principal Occupation:		Former President and Chief Executive Officer of Chaparral Steel Company.
Business Experience:		Mr. Valenta served as the President and Chief Executive Officer of Chaparral Steel Company from 2005 until 2007, when he retired. Prior to joining Chaparral Steel, Mr. Valenta was with Texas Industries, Inc. for 37 years where he held various positions, including Executive Vice-President and Chief Operating Officer — Steel.
Qualifications:		Mr. Valenta brings to the Board executive and general management experience and teambuilding leadership experience at a public company.

None of our directors reported any litigation for the period from 2006-20162007-2017 that is required to be reported in this proxy statement.

CORPORATE 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 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.

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 separate Chief Executive Officer and Executive Chairman of the Board roles, together with a strong lead independent director, is appropriate for the Company. Currently, Mr. Jennings serves as our Executive Chairman of the Board, and Mr. George J. Damiris serves as our Chief Executive Officer and President.

The Board believes that at this time the separation of these positions enhances both the oversight of management by the Board and the Company’s overall leadership structure. In addition, as a result of his former role as our Chief Executive Officer, Mr. Jennings has Company-specific experience and expertise and as Executive Chairman of the Board can identify strategic priorities, lead the discussion and execution of strategy, and facilitate 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:

The Board has established a policy that itsnon-management directors periodically meet in executive session, without members of management present. If the lead director is unable to attend a meeting of thenon-management directors, then thenon-management directors will designate an independent director to preside at the meeting.

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 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 itsnon-management directors, Messrs. Bech, Echols, Hardage, Kostelnik, Lee, Myers Rose and Valenta,Rose, is independent under the NYSE independence standards. Messrs. Jennings andThe Board previously determined that Mr. Valenta was independent under the NYSE independence standards during his service on the Board. Mr. Damiris areis deemed not to be independent because they are employeeshe is an employee of the Company.Company, and Mr. Jennings is not independent because he does not meet the independence requirements under the NYSE 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 and EnLink Midstream Manager, LLC does 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 also previously determined that Mr. Myers was “independent” as defined by the NYSE listing standards during the time he 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.

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 also previously determined that Mr. Kostelnik was “independent” as defined by the NYSE listing standards during the time he 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. The Board had also previously determined that Mr. RoseValenta was “independent” as defined by the NYSE listing standards during the time he servedhis service on the Environmental, Health, Safety, and Public Policy Committee.

Finance Committee. The Board has determined each member of the Finance Committee is “independent” as defined by the NYSE listing standards.

Independence Determination.In making its independence determinations, the Board considered certain transactions, relationships and arrangements. In determining Mr. Hardage’s independence, the Board considered that Mr. Hardage is anon-controlling manager and member of TCTC Holdings, LLC (which may be deemed to beneficially own 8.10%8.06% of the Company’s common stock) and holds various other positions with TCTC’s subsidiaries. The Board has determined that this relationship does not impair the independence of Mr. Hardage.

Director Nominations

Qualifications

In considering nominees for election as director, the Nominating/Corporate Governance Committee considers a number of factors, with an objective of having a board with diverse backgrounds and experiences. The Nominating/Corporate Governance Committee is also responsible for recommending the nomination of incumbent directors it deems appropriate forre-election to the Board and, if applicable, reappointment to any committees of the Board on which such director serves.

Characteristics expected of all directors include integrity, exceptional talent and judgment, and the ability and willingness to commit adequate time to the Board. In evaluating the suitability of individual board members, the committee takes into account many factors, including the candidate’s knowledge of the communities in which the Company does business, the Company’s industry, or other industries relevant to the Company’s business, or other organizations of comparable size and personal qualities, background and reputation. The Board also considers the diversity of race, gender, culture, age, education,knowledge, viewpoints, background, experience and skill when evaluating candidates. Subject to its fiduciary duties, applicable law and regulations and membership of the Board at the applicable time, when searching for new Board members, the Committee shall endeavor to identify highly qualified diverse candidates, including women and individuals from minority groups, to include in the pool of candidates as provided in the immediately preceding sentence from which Board nominees may be chosen.

Pursuant to our Corporate Governance Guidelines, the Nominating/Corporate Governance Committee will not recommend to the Board the nomination of any director or nominee who has attained or will attain the age of 75 prior to the annual meeting at which he or she would be elected orre-elected. The Board may approve an exception to this policy on a case by case basis.

Stockholder Recommendations

The Nominating/Corporate Governance Committee will consider recommendations of potential director candidates from stockholders based on the same criteria as a candidate identified by the Nominating/Corporate Governance Committee. Stockholders may submit such a recommendation by sending a letter to the Secretary of the Company at the Company’s principal executive offices. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Director Nominee Recommendation.”

To be considered for inclusion in the proxy statement, recommendations must be submitted in writing no less than 90 days and no more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders in compliance with the notice procedures and informational requirements set forth in Article III, Section 12 of the Company’sBy-Laws. A stockholder’s notice must include the following:

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

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 an amendment to, or waiver from, its Code of Business Conduct and Ethics on its website under the Investor Relations tab.

THE BOARD, ITS COMMITTEES AND ITS COMPENSATION

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 2015,2016, the Board held 16 meetings.11meetings. Each director attended at least 75% of the total number of meetings of the Board and committees on which he served during the period he was a director.

The Company does not have a policy regarding director attendance at the annual stockholder meeting. All of our then-current directors attended the 20152016 annual meeting of stockholders.

Board Committees

The Company currently has six 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 composition of our Board committees.

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 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 include:

During 2015,2016, the Audit Committee held ten13 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 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 2015,2016, the Compensation Committee retained Pearl Meyer & Partners (“Pearl Meyer”) as its independent compensation consultant for matters related to executive andnon-management director compensation. In selecting Pearl Meyer as its independent compensation consultant, the Compensation Committee assessed the independence of Pearl Meyer pursuant to SEC rules and considered, among other things, whether Pearl Meyer provides any other services to us, the fees paid by us to Pearl Meyer as a percentage of Pearl Meyer’s total revenues, the policies of Pearl Meyer that are designed to prevent any conflict of interest between Pearl Meyer, the Compensation Committee and us, any personal or business relationship between Pearl Meyer and a member of the Compensation Committee or one of our executive officers and whether Pearl Meyer owned any shares of our common stock. In addition to the foregoing, the Compensation Committee received an independence letter from Pearl Meyer, as well as other documentation addressing the firm’s independence. Pearl 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 Pearl Meyer is independent and that we do not have any conflicts of interest with Pearl Meyer.

During 2015,2016, the Compensation Committee held sixfive meetings.

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 include:

During 2015,2016, the Nominating/Corporate Governance Committee held sixfour 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 the Environmental, Health, Safety, and Public Policy Committee include:

During 2015,2016, the Environmental, Health, Safety, and Public Policy Committee held four meetings.

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:

TheDuring 2016, the Finance Committee was formed in December 2015 and did not hold any meetings in 2015.held four meetings.

Executive Committee

The Executive Committee has such authority as the Board shall delegate to the committee from time to time. During 2015,2016, the Executive Committee held threetwo 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, the Board approved changes to thenon-management director compensation program, effective January 1, 2015.2016. Specifically, the Board approved (a) an increase in the annual cash retainer for Board service from $90,000$95,000 to $95,000,$105,000, (b) an increase in the annual cash retainer for Committee service from $10,000 to $12,500, (c) an increase in the annual cash retainer for the Audit Committee chair from $20,000 to $24,000, and (d) an increase in the annual cash retainer for the Compensation Committee chair, Nominating/Corporate Governance Committee chair and the Environmental, Health, Safety, and Public Policy chair, in each case, from $10,000$15,000 to $15,000, and (c) a stipend$17,500. In addition, the Board approved an annual cash retainer for the chair of $2,500 a day (not to exceed 10 days per year without Board approval) for operations-related consultation by a Board member at the requestFinance Committee, which was formed in December 2015, of management.$17,500, effective January 1, 2016. The components ofnon-management director compensation for 20152016 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 2015, 2016,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.

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 (including 2015) 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 20142015 for the 2015

2016 fiscal year vested on December 1, 2015.2016. The restricted stock units granted in November 20152016 for the 20162017 fiscal year will vest on December 1, 2016.2017. 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 2015.2016. During 2015,2016, 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 20152016 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.”

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.

In November 2016, the Board amended the Stock Ownership and Retention Policy to clarify that the Executive Chairman would be subject to the same stock ownership requirements as ournon-management directors.

As of December 31, 2015,2016, all of ournon-management directors and our Executive Chairman were in compliance with 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 2015.2016.

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (PROPOSAL 2)

(PROPOSAL 2)

Section 14A(a)(1) of the Exchange Act requires that we provide our stockholders with the opportunity to vote to approve, on an advisory(non-binding) basis, the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables and any related material contained in this proxy statement.

In accordance with the preference expressed by our stockholders at our annual meeting in 2011, the Board has determined that we willwould provide this opportunity annually until the nextnon-binding stockholder advisory vote on the frequency of future advisory votes on executive compensation, which will occur no later than our annual meetingat this Annual Meeting. See “Advisory Vote on the Frequency of stockholders in 2017.

the Advisory Vote on the Compensation of Our Named Executive Officers (Proposal 3).” As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation programs are primarily designed to (i) attract, motivate and retain our named executive officers, who are critical to our success, (ii) provide incentives for our named executive officers to achieve and exceed our operational, financial, and strategic goals, and (iii) align the interests of our named executive officers with those of our stockholders. Under these programs, compensation for our named executive officers is tied to performance, including our financial results and stockholder returns. Please read the information under “Compensation Discussion and Analysis”,Analysis,” and review the compensation tables and narratives that follow, for additional details about our executive compensation programs, including information about the compensation of our named executive officers in 2015.2016.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the compensatory philosophy, policies and practices described in this proxy statement. Because your vote is advisory, it will not be binding on the Compensation Committee, the Board or the Company. However, the Board and the Compensation Committee will review the voting results and take those results into consideration when making future decisions regarding executive compensation.

Required Vote and Recommendation

The advisory vote on the compensation of named executive officers requires the approval of a majority of the votes cast on the proposal.

31

The Board unanimously recommends a vote “FOR” the approval of the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including as disclosed in the “Compensation Discussion and Analysis” section, the accompanying compensation tables and any related material contained in this proxy statement.

Executive Officers

The following sets forth information regarding the executive officers of the Company as of March 7, 2016:2017:

Information regarding Messrs. Jennings andMr. Damiris is included above under “Election of Directors.”

Douglas S. AronRichard L. Voliva IIIhas served as Executive Vice President and Chief Financial Officer of the Company since March 2017. He served as Senior Vice President, Strategy of the merger in July 2011.Company from June 2016 to March 2017. Mr. AronVoliva has also served as Executive Vice President of HLS since November 2012. Mr. Aron previously served as Chief Financial Officer of HLS from November 2012 to October 2015 and as Executive Vice President and Chief Financial Officer from July 2011 through December 2011. Prior to joining the Company, he was Executiveof HLS since March 2017. Mr. Voliva served as Senior Vice President and Chief Financial Officer of FrontierHLS from 2009July 2016 to March 2017, Vice President and Chief Financial Officer of HLS from October 2015 until 2011. Additionally, heJuly 2016, Vice President, Corporate Development of HLS from February 2015 until October 2015 and as Senior Director, Business Development of HLS from April 2014 until February 2015. Prior to joining HLS, Mr. Voliva was an analyst at Millennium Management LLC, an institutional asset manager, from April 2011 until April 2014, an analyst at Partner Fund Management, L.P., a hedge fund, from March 2008 until March 2011 and Vice President, Equity Research at Deutsche Bank from June 2005 to March 2008. Mr. Voliva is a CFA Charterholder.

Thomas G. Creery has served as Senior Vice President, Commercial of the Company since January 2016 and as President of HollyFrontier Refining and Marketing since February 2017. He previously served as Vice President-Corporate Finance of FrontierPresident, Crude Supply from 2005October 2008 to 2009January 2016 and Director-Investor RelationsVice President, Crude Supply and Planning from 2001January 2006 to 2005.October 2008. Prior to joining Frontier,the Company, Mr. Aron wasCreery served at Unocal Corporation for 25 years in a lending officer for Amegy Bank.variety of locations based in Calgary, Los Angeles, Singapore and Houston.

James M. Stump has served as Senior Vice President, Refining (formerly called Senior Vice President, Refinery Operations) of the Company since the merger in July 2011. During his 21 years at Frontier, Mr. Stump held various positions, including serving as Vice President – President—Refining Operations for Frontier Refining and Marketing from 2009 until July 2011 and as Vice President and Refining Manager from 2002 to 2009.

Denise C. McWatters has served as Senior Vice President, General Counsel and Secretary of the Company since January 2013. She previously served as Deputy General Counsel from October 2007 until May 2008 and as Vice President, General Counsel and Secretary from May 2008 until January 2013.2013 and Deputy General Counsel from October 2007 until May 2008. Prior to joining the Company, Ms. McWatters served as the General Counsel of The Beck Group from 2005 through October 2007. Ms. McWatters also has served as Senior Vice President, General Counsel and Secretary of HLS since January 2013, Vice President, General Counsel and Secretary of HLS from May 2008 until January 2013 and Deputy General Counsel of HLS from October 2007 to April 2008.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This compensation discussion and analysis provides information about our compensation objectives and policies, as determined by the Compensation Committee. In addition, the compensation discussion and analysis is intended to place in perspective the information contained in the executive compensation tables that follow this discussion.

Overview

We hold our executive officers accountable for our performance and for maintaining a culture of strong ethics and exemplary safety. For 2015,2016, our “named executive officers” or “NEOs” were:

The compensation of our named executive officers is also presented in the tables and related information provided under “Executive Compensation” below.

Certain of our named executive officers also provide services to our wholly-owned subsidiary, HLS, and HEP. HLS is the general partner of HEP Logistics Holdings, L.P., which is the general partner of HEP. We own 37%35% of the limited partner interests in HEP and the 2% general partner interest in HEP. In 2015, Messrs.For all or a portion of 2016, Mr. Aron, Mr. Jennings and Aron and Ms. McWatters also served as named executive officers of HLS and split their professional time between HEP and us. Neither Mr. Jennings,Aron, Mr. AronJennings nor Ms. McWatters received any compensation from HLS or HEP during 20152016. For 2016, Mr. Jennings and therefore,Ms. McWatters were also named executive officers of HLS, and, in accordance with SEC rules, a portion of the compensation paid by us to each of themMr. Jennings and Ms. McWatters for 20152016 was allocated to the services they each performed for HLS and HEP during 20152016 and was included in the Compensation Discussion and Analysis and the accompanying narratives and tables contained in HEP’s Annual Report on Form10-K for the year ended December 31, 2015.2016. The total compensation paid and other benefits made available to Messrs.Mr. Jennings and Aron and Ms. McWatters by us, including amounts disclosed in HEP’s Annual Report on Form10-K for the year ended December 31, 2015,2016, are disclosed below.

20152016 Business Highlights

The Compensation Committee believes that our executive management team has created significant value for our stockholders in 2015.2016. The following are key highlights of our achievements in 2015:2016:

These achievements were taken into account in awarding 20152016 annual incentive bonuses to our named executive officers. We believe the total compensation received by our named executive officers for 20152016 was reflective of the Company and individual performance for the year.

Say-on-Pay Vote

At our 20152016 annual meeting of stockholders, our stockholders had an opportunity to cast an advisory vote on executive compensation. At that meeting, over 94%95% of the votes cast by our stockholders were voted in support our executive pay program. The Compensation Committee believes this affirms stockholders’ support of our approach to executive compensation, and the Compensation Committee did not make any material changes to its executive compensation program in 20152016 based on the results of the advisory vote. The Compensation Committee will continue to consider the outcome of the Company’ssay-on-pay votes when making future compensation decisions for the named executive officers.

Stockholder-Friendly Features of Our Executive Compensation Program

Our executive compensation program continues to contain the following stockholder-friendly features:

Philosophy and Objectives of Executive Compensation Program

Pay-for-Performance Philosophy

Our compensation programs are designed to remunerate executivesnamed executive officers in accordance with apay-for-performance philosophy. As such, the compensation programs are intended to provide incentives to our executives,named executive officers, as well as other employees, to maximize operational performance and stockholder value, which in turn affects the overall compensation earned by our management.

Each named executive officer’s total direct compensation is heavily influenced by company and individual performance measures.

Objectives

While the Compensation Committee has not adopted any formal policies for allocating compensation among salaries, bonuses and equity compensation, in designing the compensation program for named executive officers, the Compensation Committee sought to achieve the following key objectives:

•

Compensation Should Be Transparent.  The.The elements of the compensation program should be easily understood by both our executive officers and our stockholders and be competitive in our industry.

Components of Our Executive Compensation Program

The components of the compensation program for our named executive officers are:

Each of these components is described in further detail in the narrative that follows. Specific information regarding 20152016 compensation is included below in the section titled “2015“2016 Executive Compensation Decisions.”

Base Salary

Base salaries provide executivesnamed executive officers with a predictable level of income. The Compensation Committee reviews base salaries annually and determines base salaries on the basis of market practices and each executive’s position, level of responsibility, individual performance, and position relative to other executives and other compensation elements. The Compensation Committee also reviews competitive market data relevant to each position provided by the compensation consultant.

Annual Incentive Cash Compensation

Under our annual incentive cash compensation program, named executive officers are eligible for cash bonuses that are designed to attract and retain senior leadership, reward achievement of

financial and business goals and align executives’ interests with stockholders. Annual incentive cash opportunities for our named executive officers are reviewed annually and differ with the level of responsibility of each executive.

Long-Term Equity Incentive Compensation

Equity awards are provided under our Long-Term Incentive Compensation Plan (the “LTIP”) and, until April 26, 2016, will bewere also provided under our Omnibus Incentive Compensation Plan (the “Omnibus Plan”). For ease of discussion, the LTIP and the Omnibus Plan are collectively referred to in this proxy statement as the “Equity Plans.” The term of the Omnibus Plan expiresexpired on April 26, 2016 and was not extended. As a result, no additional awards will not be extended.granted under the Omnibus Plan. The Compensation Committee oversees the administration of the Equity Plans and grants equity incentive awards to qualifying employees at its discretion. Historically, awards under the Equity Plans were made annually during the first quarter of each year; however, beginning in the fourth quarter of 2012, annualAnnual awards are typically made during the fourth quarter of the year preceding the year to which the awards relate.

We view long-term equity incentive compensation as the cornerstone of the executive compensation program because we believe:

In determining the appropriate amount and type of long-term equity incentive awards to be made, the Compensation Committee considers ana named executive officer’s position, scope of responsibility, base salary, performance and market compensation information for executives in similar positions in similar companies and prior awards. In addition, the Compensation Committee has historically considered the recommendations of our Chief Executive Officer, except in regard to his own equity awards.

Severance and Change in Control Benefits

Severance and change in control protections are provided to our named executive officers pursuant to the terms of outstanding awards granted under the Equity Plans and pursuant to change in control severance agreements. The award agreements related to outstanding restricted stock and performance share units granted to our named executive officers include accelerated vesting provisions in the event of certain terminations of employment, including in connection with a change in control. For additional information about these provisions, see “Executive Compensation—Potential Payments Upon Termination or Change in Control.” In addition, we have entered into change in control severance agreements with each of our named executive officers, as described below.below; however, Mr. Jennings’s change in control severance agreement terminated upon his retirement on January 1, 2017, and Mr. Aron’s change in control severance agreement terminated upon his retirement on February 28, 2017. These agreements are designed to provide benefits only in the event of a qualifying termination of employment following a change in control transaction, and do not provide any benefits without a termination of employment.

Agreements Entered into with Former Holly Executives

Prior to the merger of Holly and Frontier, we had change in control severance agreements with our executive officers, including our named executive officers, who were serving as executive officers of Holly (referred to as “former Holly executives”). The Compensation Committee determined that it was in the best interests of the stockholders to maintain these agreements following the merger in light of the depth of knowledge and experience of these executive officers and the need to ensure stable management in the event of a potential change in control. In January 2013, in connection with her promotion to Senior Vice President, Ms. McWatters entered into our form of change in control severance agreement for promoted individuals, which does not include a tax reimbursement provision for potential parachute payments under Section 280G of the Code and is intended to provide benefits similar to those adopted for our executive officers who served as executive officers of Frontier prior to the merger (referred to as “former Frontier executives”) as described below. In March 2013, Mr. Damiris entered into an amendment to his change in control severance agreement pursuant to which he agreed to waive the tax reimbursement provision in his change in control severance agreement. On January 1, 2016, in connection with his appointment as Chief Executive Officer and President, Mr. Damiris entered into our form of change in control severance agreement for promoted individuals, which superseded and replaced his prior change in control severance agreement with the Company. For additional information about the severance benefits provided under the change in control severance agreements with the former Holly executives, see “Executive Compensation—Potential Payments Upon Termination or Change in Control.”

Agreements with Former Frontier Executives

Frontier had change in control severance agreements and executive severance agreements with each of the former Frontier executives prior to the merger. In order to maintain the continuity of management following the merger, we agreed to assume Frontier’s change in control severance agreements and executive severance agreements with Messrs. Jennings, Aron and Stump, subject to certain modifications. In February 2012, in order to harmonize the severance benefits payable to all executive officers, the Board adopted a new form of change in control severance agreement for the former Frontier executives, including Messrs. Jennings, Aron and Stump. Upon entry into the new agreement, the change in control severance agreements and executive severance agreements assumed in the merger were terminated. In May 2012, Messrs. Jennings and Aron each entered into an amendment to his respective change in control severance agreement pursuant to which each agreed to waive the tax reimbursement provision in his change in control severance agreement. Mr. Stump entered into the same amendment to his change in control severance agreement in October 2013. On December 19, 2015, we entered into a new change in control severance agreement with Mr. Jennings in connection with his appointment as Executive Chairman, which superseded and replaced his prior change in control severance agreement with the Company and pursuant to which the multiple used to determine the cash severance amount that would be payable to Mr. Jennings upon a qualifying termination during the change in control protection period was reduced from three times (3x) to one times (1x).

None of the change in control severance agreements we have with our named executive officers, including the change in control severance agreements we had with

Mr. Jennings and Mr. Aron while they were employees of the Company, contain any tax reimbursement provisions in the event a named executive officer receives potential parachute payments under Section 280G of the Code. For additional information about the severance benefits provided under the change in control agreements, with the former Frontier executives, see “Executive Compensation—Potential Payments Upon Termination or Change in Control.”

Retirement Agreement with Mr. Aron

In connection with Mr. Aron’s retirement on February 28, 2017, we entered into a Retirement Agreement with him, pursuant to which Mr. Aron agreed to release us and our affiliates from all claims in exchange for certain payments and benefits. The terms of the Retirement Agreement also require Mr. Aron to keep certain information obtained during his employment confidential and prevent him from soliciting our employees for a period of three years and from engaging in certain competitive activities through December 31, 2017. Pursuant to the Retirement Agreement, Mr. Aron was entitled to receive (i) a prorated annual bonus for the 2017 year equal to $115,000, and (ii) accelerated vesting of 24,378 shares of restricted stock on his retirement date. In addition, the Retirement Agreement provides that Mr. Aron will provide consulting services for a period of 10 months following his retirement. As consideration for these services, we pay Mr. Aron a retainer of $11,500 per month. If Mr. Aron complies with the terms of the Retirement Agreement and continues to provide the consulting services during the 10 month period, Mr. Aron will vest in 18,096 additional shares of restricted stock of the Company on December 31, 2017.

Retirement Benefits and Perquisites

Retirement Plans

Retirement Pension Plans.  We.We traditionally maintained the Holly Retirement Plan, atax-qualified defined benefit retirement plan (the “Retirement Plan”), and the Holly Retirement Restoration Plan, an unfunded plan that provides additional payments to participating executives whose Retirement Plan benefits were subject to certain limitations under the Code (the “Restoration Plan”). Until January 1, 2012, Holly employees hired prior to 2007 and not subject to a collective bargaining agreement were eligible to participate in the Retirement Plan. No additional benefits accrued under the Retirement Plan and Restoration Plan for any participants effective May 1, 2012, and the retirement benefits we offer to our employees on and after that date are solely provided through defined contribution retirement plans, such as the 401(k) Plan described below. The Retirement Plan was liquidated in June 2013. None of our named executive officers has ever participated in the Retirement Plan or the Restoration Plan.

Defined Contribution Plan.   For 2015,.For 2016, our named executive officers were able to participate in the HollyFrontier Corporation 401(k) Retirement Savings Plan, which is atax-qualified defined contribution plan (the “401(k) Plan”). Employees who are not eligible to participate in the NQDC Plan may contribute amounts between 0% and 75% of their eligible compensation to the 401(k) Plan, while employees who are eligible to participate in the NQDC Plan may contribute amounts between 0% and

50% of their eligible compensation to the 401(k) Plan. Employee contributions that were made on atax-deferred basis were generally limited to $18,000 for 2015,2016, with employees 50 years of age or over able to make additionaltax-deferred contributions of $6,000.

For 2015,2016, we made a retirement contribution of 3% to 8% of the participating employee’s eligible compensation under the 401(k) Plan, subject to applicable limitations under the Code, based on years of service, as follows:

In addition to the retirement contribution, in 2015,2016, we made matching contributions to the 401(k) Plan equal to 100% of the first 6% of each participating employee’s eligible compensation up to compensation limits. In 2015,2016, all of our named executive officers participated in the 401(k) Plan and received matching contributions and the retirement contribution. Matching contributions vest immediately and retirement contributions are subject to a three-year cliff-vesting period.

Deferred Compensation Plan.  Certain.Certain of our employees, including our named executive officers, were also eligible to participate in the NQDC Plan in 2015.2016. The NQDC Plan provides certain members of management and other highly compensated employees an opportunity to defer compensation in excess of qualified retirement plan limitations on apre-tax basis and accumulatetax-deferred earnings to achieve their financial goals.

Participants in the NQDC Plan can contribute between 1% and 50% of their eligible earnings, which includes base salary and bonuses, to the NQDC Plan. Participants in the NQDC Plan are also eligible to receive certain employer-provided contributions, including but not limited to matching contributions, retirement contributions, and nonqualified nonelective contributions. Matching contributions and retirement contributions represent contribution amounts that could not be made under the 401(k) Plan due to limitations ontax-qualified plans under the Code. We do not provide any subsidized returns or guarantee of returns on compensation deferred by our executivesnamed executive officers or other participants in the NQDC Plan. For more information regarding this plan, see “Executive Compensation—Nonqualified Deferred Compensation.”

Other Benefits and Perquisites

All of our executive officers are eligible to participate in the same benefit plans available generally to our salaried employees, such as medical, dental, vision, long-term and short-term disability and life insurance. We do not maintain separate “executive” plans for any of these benefits.

During 2015,2016, Messrs. Jennings,Damiris, Aron and DamirisJennings were permitted to use the company aircraft for personal travel, subject to a requirement that they reimburse us for all aggregate incremental costs associated with their personal use, including fuel costs, landing fees, catering charges, pilot overnight expenses and other similar charges incurred by us. In addition, we permit an executive’sa named executive officer’s family member to accompany the executive on a flight when the executive is traveling for business. No

additional direct operating cost is incurred by us in such situations, but to the extent that Internal Revenue Service guidelines cause us to impute income to the named executive officer for such family member travel, and that travel is not business-related, the associated tax liability is the responsibility of the executive.

In addition, for security reasons as a result of our increased size and value, we reimburse our executive officers up to $9,500 per year for anyout-of-pocket expenses related to security training, consulting or technology. During 2015,2016, we also reimbursed club initiation fees and monthly club dues for Messrs. Jennings,Damiris, Aron and Damiris.Jennings. The Compensation Committee believes that a club membership assists these executivesnamed executive officers in performing their responsibilities by providing a means for business entertainment and networking. We also provide reserved parking spaces for our executive officers.

Role of Compensation Committee in Establishing Compensation

The Compensation Committee administers our executive compensation programs. The role of the Compensation Committee is to review and approve the compensation to be paid to executive officers, including the named executive officers, and to review the compensation policies and practices for all of our employees to verify that they do not create unreasonable risks for us or our stockholders.

In setting compensation for executive officers, the Compensation Committee considers, among other things, recommendations by its independent compensation consultant and management and the compensation of similarly situated executives in comparable businesses. In addition, the Compensation Committee annually reviews total compensation paid to the named executive officers for the prior year and, with the assistance of management, proposes long-term incentive compensation awards.

Role of Executive Officers in Establishing Compensation

Our Chief Executive Officer makes compensation recommendations to the Compensation Committee for the executive officers, including the named executive officers (except with respect to his own compensation). Management provides financial and compensation data to the Compensation Committee for its review in setting compensation and gives guidance as to how the data impacts performance goals set by the Compensation Committee. This data includes:

In addition, management may recommend and provide rationale for discretionary bonuses for named executive officers (other than for the Chief Executive Officer) to the Compensation Committee. Given theday-to-day familiarity that management has with the work performed by the named executive officers, the Compensation Committee values management’s recommendations. However, the Compensation Committee makes all final decisions as to the compensation of the named executive officers.

Role of Compensation Committee Consultant in Establishing Compensation

The Compensation Committee has retained Pearl Meyer as its independent compensation consultant to advise the Compensation Committee on matters related to executive andnon-management director compensation. The Compensation Committee, periodically meets independently with Pearl Meyer. In 2015,2016, the Compensation Committee received competitive

market data and related observations and advice from Pearl Meyer with respect to the development and structure of our executive compensation program. As discussed above under “The Board, its

Committees and its Compensation—Board Committees—Compensation Committee,” the Compensation Committee has concluded that we do not have any conflicts of interest with Pearl Meyer.

Market Review

We regularly compare our executive compensation program with market information regarding salary levels and incentive awards and programs. The purpose of this analysis is to provide a frame of reference in evaluating the reasonableness and competitiveness of our executive compensation as compared to that of companies within the energy industry that are generally comparable in size and scope of operations to us.

Market pay levels for our named executive officers are obtained from the SEC filings of the companies in our comparator group. We supplement this data for our named executive officers with, and obtain data for our named executive officers from, various sources, including published compensation surveys, which cover our industry sector and labor market. As a component of setting 20152016 compensation, in November 2014,2015, the Compensation Committee reviewed a study of compensation paid to our named executive officers prepared by Pearl Meyer. The following companies comprised the 20152016 comparator group reviewed by the Compensation Committee:

The 2016 comparator group changed from the 2015 comparator group remained unchanged from 2014.due to the change in the relative size of the Company.

The 20152016 comparator group is different than the 20152016 incentive peer group, which is used as a market comparison when determining payouts of certain performance-based incentive awards granted to named executive officers. See “—20152016 Executive Compensation Decisions—Annual Incentive Cash Compensation” for a further discussion of the 20152016 incentive peer group and the reasons for the differences from the 20152016 comparator group.

20152016 Executive Compensation Decisions

The Compensation Committee established 20152016 total direct compensation, including base salary, annual incentive cash compensation, and long-term equity incentive compensation awards, for our named executive officers at pay levels approximating the middle range of market compensation. The Compensation Committee utilized the market data provided by Pearl Meyer and internal evaluations of the named executive officers to establish total compensation opportunities for the named executive officers that are consistent with this objective.

Based on the 20152016 annual review of compensation, the Compensation Committee believes that 20152016 compensation for the named executive officers reflects appropriate allocation of compensation between salary, bonuses and equity compensation.

Base Salary

The Compensation Committee establishes base salaries within a competitive range to provide our named executive officers with compensation consistent with their responsibilities, their experience, their individual performance and our peers. In the fourth quarter of 2014,2015, the Compensation Committee conducted its annual review of base salaries and market survey data and determined that increases in the base salaries of all of our named executive officers, other than Mr. Jennings, were warranted based on factors such as our financial performance, market levels of compensation for comparable positions and internal pay equity. TheIn addition, for Mr. Damiris, the Compensation Committee considered his appointment as Chief Executive Officer and President effective January 1, 2016 and the substantial increase in responsibility associated with his new position. Mr. Damiris previously served as Executive Vice President and Chief Operating Officer of the Company. For Mr. Jennings, the Compensation Committee considered his appointment as Executive Chairman effective January 1, 2016 and the responsibilities associated with his new position and determined that an increasea slight decrease in the base salary of Mr. Jennings was not warranted because his base salary was already competitive withwarranted. Mr. Jennings previously served as Chief Executive Officer and President of the market level of compensation for other chief executive officers.Company. The following table sets forth the base salaries for 20142015 and 20152016 of our named executive officers:

Annual Incentive Cash Compensation

In the fourth quarter of 2014, 2015,the Compensation Committee approved target awards under the annual incentive cash compensation program and the remainingapprovedtarget award levels as well as all other terms of the annual incentive cash compensation awards granted to our named executive officers for 2015.2016. These awards were subject to our achievement of specified levels of performance with respect to certain financial and environmental, health and safety measures, as well as individual performance measures.

After considering target awards for comparable positions at our comparator group companies, for 2015,2016, the Compensation Committee increased Mr. Damiris’s annual incentive cash compensation target percentage from 85% to 130% in light of his new position, increased the annual incentive cash compensation target percentage for Mr. Aron (from 80% to 85%), Mr. Stump (from 60% to 65%) and Ms. McWatters (from 60% to 65%) in light of market levels of compensation for comparable positions,

and determined that Mr. Jennings would not be eligible to participate in the annual incentive cash compensation program in 2016 in light of his new position. In addition, the Compensation Committee increased the percentage of Mr. Damiris’sStump’s and Ms. McWatters’s annual incentive cash compensation that is subject to the financial measures from 60% to 70% and decreased the percentage of Mr. Damiris’stheir annual incentive cash compensation that is subject to the individual performance measures from 20% to 10%. In addition, as a result of Mr. Damiris’s appointment as Chief Executive Officer and President, the Compensation Committee determined that his annual bonus should be based on the financial measures and the environmental, health and safety measures and not have an individual component. No other changes were made to the annual incentive cash compensation for 20152016 as compared to 2014.2015. The following table sets forth the threshold, target andmaximum award opportunities (as a percentage of annual base salary) for our named executive officers for 2015,2016, and the portion of each named executive officer’s target award opportunity that is allocated to each performance measure.

The financial measures are weighted more heavily than the environmental, health and safety measures in order to incentivize and reward the named executive officers for overall company performance as compared to its peers and to promote stockholder value creation. Awards are capped to avoid encouraging an excessive short-term focus, potentially at the expense of long-term performance.

To facilitate timely determination of award payouts, the measurement period for each of the above metrics covers four consecutive quarters starting with the fourth quarter of the preceding year (2014)(2015) and ending with the third quarter of the following year (2015)(2016).

Financial Measures.The Compensation Committee allocates the majority of the executives’each named executive officer’s bonus opportunity to financial performance in order to align the financial interests of our executive officers with the interests of our stockholders.stockholders and our Business Improvement Plan. The following equally-weighted criteria are used to determine overall performance under the financial measures metric:

The return on capital employed and operating income metrics aremetric is compared to the performance of the 20152016 incentive peer group (calculated as the average of the performance of each company in the incentive peer group with respect to each metric).group.

For 2015,2016, the incentive peer group included:

We compare the return on capital employed and operating income metricsmetric against that of these companies because their collective performance reflects external economic conditions we are facing as a company and as an industry as a whole, and they are also companies with which both management and investment analysts compare our results. The 20152016 incentive peer group differs from the 20152016 comparator group because the 20152016 incentive peer group includes companies that are too large in size (Valero Energy Corp.) or that significantly differ in ownership and management composition from us (Alon USA Energy, Inc.) to be suitable comparisons for considering total compensation packages.determining and establishing competitive pay data for our executives.

The companies included in the 20152016 incentive peer group are the same companies included in the 20142015 incentive peer group.

The tabletables below sets forth the percentage of a named executive officer’s total potential annual incentive cash compensation that is payable to the named executive officer based on the return on capital employed and operating income metrics as compared to the incentive peer group with respect to the such financial measures metrics:each metric:

The chart below shows our performance with respect to the return on capital employed and operating income metrics as compared to the performance of the incentive peer group for 2015:

The cost control/economic value added metric is an internal measurement and involves a comparison of our actual costs incurred for the performance period as compared to our budgeted amounts for such costs for the performance period. The table below sets forth the percentage of an executive officer’s total potential annual incentive cash compensation that is payable to the executive officer based on the cost control/economic value added metric:

Environmental, Health and Safety Measures.The Compensation Committee selected this metric because it reflects one of our key business objectives, drives our overall performance and promotes accountability. Our performance with respect to the following equally-weighted criteria, as compared to our performance for the prior year, is used to determine performance under the environmental, health and safety metric:

For environmental, health and safety measures, the incident rate or the number of incidents for each component, as applicable, will be compared to the incident rate or the number of incidents, as applicable, in the prior12-month period and the total percentage change will determine the environmental, health and safety performance. The table below sets forth the percentage of the named executive officer’s total potential environmental, health and safety measures target that is payable to the named executive officer based on the percentage change in the incident rate or the number of incidents, as applicable, as compared to the prior12-month period:

Individual Performance Measures.  In addition to the metrics mentioned above, a portion of the award for each of the named executive officers is(other than Mr. Damiris) who were eligible to participate in the annual incentive cash compensation program for 2016 was based on the Compensation Committee’s evaluation of the executive officer’s individual performance during the year. The Compensation Committee considers various criteria such as interpersonal effectiveness, business conduct, professional and technical development,

leadership, and results orientation. The evaluation is discretionary and based on a wide range of considerations which often change over the course of the year. Further, the Compensation Committee may exercise its discretion and increase, decrease, or eliminate awards based on individual performance for any named executive officer.

20152016 Performance.  The threshold, target and maximum performance levels and actual results for the performance measures are set forth in the table below:

The following table sets forth the actual payouts to the named executive officers for 20152016 as a percentage of base salary, including payments made based on our performance and discretionary bonuses awarded for individual performance.

In addition, for 2015,2016, we awarded specialone-time discretionary bonuses to each of the following named executive officers in recognition of their extraordinary efforts and contributions to us in 20152016 in the following amounts: (i) Mr. JenningsDamiris ($105,736)79,000), (ii) Mr. Aron ($57,656), (iii) Mr. Damiris ($82,694), (iv) Mr. Stump ($44,888)22,000), and (v)(iii) Ms. McWatters ($50,616)82,000).

Long-Term Equity Incentive Compensation

Our long-term equity incentive program currently consists of annual grants of restricted stock and performance share unit awards for our named executive officers. At its last regular meeting in 2012, the Compensation Committee decided to make certain changes to its long-term equity award grant process, including changes to the timing of annual grants for each year. Specifically, the Compensation Committee determined that annualAnnual grants of long-term equity incentive awards for 2013 and later years will beare made in the fourth quarter of the preceding year, rather than in the first quarter of the year to which the award relates, in order to align the timing of the long-term equity incentive award grants with the timing of the other compensation decisions made for our named executive officers and, with respect

to performance share unit awards, to align the timing of the grant with the quarter in which the performance period commences. Pursuant to SEC rules, the long-term equity incentive awards granted in November 20142015 for the 20152016 fiscal year are disclosed as 20142015 compensation in the Summary Compensation Table and are not included in the 20152016 Grants of Plan-Based Awards table included in this proxy statement; however, because these awards relate to the 20152016 fiscal year, they are described in greater detail below. The long-term equity incentive awards granted in November 20152016 for the 20162017 fiscal year are discussed below under “—20162017 Executive Compensation Decisions.”

Restricted Stock Awards

At its November 20142015 meeting, the Compensation Committee approved grants of restricted stock with time-based vesting conditions to our named executive officers for the 20152016 fiscal year. The award is initially approved by the Compensation Committee as a dollar amount established according to the pay grade of the named executive officer. The award is then converted into a number of shares by dividing the dollar amount by the closing price of our common stock on the grant date of the award. The following table sets forth the number of shares of restricted stock with time-based vesting conditions that were awarded for the 20152016 fiscal year to each of the named executive officers.officers that was an executive officer in November 2015.