000169442612/31false00016944262024-05-022024-05-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 2, 2024
Date of Report (Date of earliest event reported)
DELEK US HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-38142 |
35-2581557 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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310 Seven Springs Way, Suite 500 |
Brentwood |
Tennessee |
37027 |
(Address of Principal Executive) |
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(Zip Code) |
(615) 771-6701
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, $0.01 par value |
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DK |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The description of the amendment to the Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) under Item 5.07 below is incorporated by reference in this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 2, 2024, Delek US Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). 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:
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| Nominees |
For |
Against |
Abstain |
Broker Non-Votes |
| Ezra Uzi Yemin |
50,095,567 |
898,787 |
102,287 |
6,282,988 |
| Avigal Soreq |
50,350,546 |
643,499 |
102,596 |
6,282,988 |
| Christine Benson Schwartzstein |
50,579,786 |
414,847 |
102,008 |
6,282,988 |
| William J. Finnerty |
49,305,038 |
1,693,813 |
97,790 |
6,282,988 |
| Richard J. Marcogliese |
50,277,195 |
721,905 |
97,541 |
6,282,988 |
| Leonardo Moreno |
50,538,740 |
459,805 |
98,096 |
6,282,988 |
| Gary M. Sullivan, Jr. |
49,345,321 |
1,652,182 |
99,138 |
6,282,988 |
| Vasiliki (Vicky) Sutil |
49,485,298 |
1,509,794 |
101,549 |
6,282,988 |
| Laurie Z. Tolson |
49,332,462 |
1,660,001 |
104,178 |
6,282,988 |
| Shlomo Zohar |
45,326,235 |
5,664,431 |
105,975 |
6,282,988 |
Accordingly, all ten of the Company’s nominees were elected to serve as directors of the Company until the 2025 Annual Meeting of Stockholders or until their respective successors are appointed, elected and qualified.
Proposal 2
Advisory Resolution 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:
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| For |
Against |
Abstain |
Broker Non-Votes |
| 48,688,926 |
2,325,160 |
82,555 |
6,282,988 |
Proposal 3
Amendment to the Second Amended and Restated Certificate of Incorporation
Voting results for the approval of the amendment to the Certificate of Incorporation (the “Amendment”) were as follows:
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| For |
Against |
Abstain |
Broker Non-Votes |
| 43,760,866 |
7,289,823 |
45,952 |
6,282,988 |
Amendment to the Second Amended and Restated Certificate of Incorporation
On May 2, 2024, the Company filed with the Secretary of State of the State of Delaware the Amendment that, effective upon filing, added certain provisions to incorporate new Delaware law provisions regarding officer exculpation. The added provisions expands the exculpation provision in the Certificate of Incorporation to include any officer who is or was the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, or chief accounting officer of the Company; any officer who is or was identified in the Company’s public filings with the SEC as one of the most highly compensated executive officers; and any officers who consent to being identified as an officer for purposes of service of process, at any time during the course of conduct alleged in the action or proceeding to be wrongful.
The Amendment relating to officers is more limited in scope than the existing director exculpation provision and only permits exculpation of officers for certain direct claims. A copy of the Amendment is filed as Exhibit 3.1 to this report and incorporated herein by reference.
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 2024 fiscal year was approved by the following vote:
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| For |
Against |
Abstain |
Broker Non-Votes |
| 55,479,468 |
1,857,944 |
42,217 |
0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| 104 |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: May 2, 2024 |
DELEK US HOLDINGS, INC.
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/s/ Reuven Spiegel |
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Name: Reuven Spiegel |
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Title: Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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EX-3.1
2
ex31dk-certificateofamendm.htm
EX-3.1
Document
FIRST AMENDMENT TO THE
DELEK US HOLDINGS, INC. SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Delek US Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify as follows:
FIRST: That Article ELEVENTH of the Second Amended and Restated Certificate of Incorporation of the corporation, as amended, is hereby amended in its entirety to read as follows (the “Amendment”):
“ELEVENTH: A director or officer (as defined in Section 102(b)(7) of the GCL) of this corporation shall not be personally liable to the corporation or its stockholders for monetary damages for the breach of any fiduciary duty as a director or officer, except (a) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (c) for a director under Section 174 of the GCL, as the same exists or hereafter may be amended, (d) for any transaction from which the director or officer derived an improper personal benefit, or (e) an officer in any action by or in the right of the corporation. If the GCL is amended after the date of incorporation of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended.”
SECOND: That the Amendment was duly adopted in accordance with the applicable provisions of Section 242 of the GCL.
THIRD: That the Amendment shall become effective upon filing with the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 2nd day of May, 2024.
DELEK US HOLDINGS, INC.
By: /s/ Reuven Spiegel
Name: Reuven Spiegel
Title: EVP & Chief Financial Officer
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