Delek US Holdings Inc.

04/22/2026 | Press release | Distributed by Public on 04/22/2026 11:31

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 20, 2026, the stockholders of the Company approved the 2026 Long-Term Incentive Plan (the "2026 Plan") at the Annual Meeting.
The 2026 Plan replaces the Company's 2016 Long-Term Incentive Plan. No further awards will be made under the 2016 Long-Term Incentive Plan. The 2026 Plan is described in the Company's Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on March 10, 2026, as supplemented by the Supplement to the Definitive Proxy Statement filed on March 27, 2026, each of which is incorporated by reference herein.
The foregoing description of the 2026 Plan is qualified in its entirety by reference to the full text of the 2026 Plan and forms of award agreements, which are attached hereto as exhibits and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2026 Annual Meeting (the "Annual Meeting") of the stockholders of Delek US Holdings, Inc. (the "Company") was held on April 20, 2026. A quorum was present at the Annual Meeting. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.
Proposal 1
Election of Ten Directors
Voting results for the election of directors were as follows:
Nominees
For
Against
Abstain
Broker Non-Votes
Ezra Uzi Yemin 46,497,652 328,928 145,713 4,455,075
Avigal Soreq 46,557,113 270,817 144,363 4,455,075
Christine Benson-Schwartzstein 46,760,293 64,738 147,262 4,455,075
William J. Finnerty 46,370,909 454,218 147,166 4,455,075
Richard J. Marcogliese 46,678,797 146,902 146,594 4,455,075
Leonardo Moreno 46,778,586 45,053 148,654 4,455,075
Gary M. Sullivan, Jr. 46,458,438 366,361 147,494 4,455,075
Vasiliki (Vicky) Sutil 43,781,887 3,042,165 148,241 4,455,075
Laurie Z. Tolson 46,574,132 240,423 157,738 4,455,075
Shlomo Zohar 46,153,737 670,431 148,125 4,455,075
Accordingly, all ten of the Company's nominees were elected to serve as directors of the Company until the 2027 Annual Meeting of Stockholders or until their respective successors are appointed, elected and qualified.
Proposal 2
Advisory Vote on Executive Compensation
The Company's executive compensation program for our named executive officers, as described in the Proxy Statement, was approved on an advisory, non-binding basis, by the following vote:
For
Against
Abstain
Broker Non-Votes
46,352,822
304,345
315,126
4,455,075
Proposal 3
The 2026 Long-Term Incentive Plan
Voting results for the approval of the 2026 Plan were as follows:
For Against Abstain Broker Non-Votes
41,468,551 5,175,365 328,377 4,455,075
Proposal 4
Ratification of the Appointment of Auditors
Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2026 fiscal year was approved by the following vote:
For
Against
Abstain
Broker Non-Votes
50,568,148
715,853
143,367
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