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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
April 29, 2025
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 18, 2025, the Board of Directors of Delek US Holdings, Inc. (the “Company”) approved, subject to stockholder approval, an amendment (the “Sixth Amendment”) to the 2016 Long-Term Incentive Plan, as amended (the “2016 Plan”). As described below, the Company’s stockholders approved the Sixth Amendment at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) held on April 29, 2025.
The Sixth Amendment modifies the 2016 Plan to increase the number of shares reserved for issuance under the 2016 Plan by an additional 1,900,000 shares, increasing the total number of shares under the 2016 Plan from 17,010,000 shares to 18,910,000 shares. The outstanding awards under the 2016 Plan continue to remain outstanding in accordance with their terms. The Sixth Amendment and the 2016 Plan are described in the section entitled “Proposal 3: Approval of the Proposed Amendment to our 2016 Long-Term Incentive Plan to Increase the Number of Shares Available for Issuance Thereunder” of the Company’s Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on March 20, 2025, and which is incorporated by reference herein.
The foregoing description of the Sixth Amendment is qualified in its entirety by reference to the full text of the Sixth Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting was held on April 29, 2025. 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 |
47,890,510 |
875,738 |
96,216 |
5,790,731 |
Avigal Soreq |
48,031,420 |
731,754 |
99,290 |
5,790,731 |
Christine Benson Schwartzstein |
48,050,806 |
713,880 |
97,778 |
5,790,731 |
William J. Finnerty |
47,245,497 |
1,518,868 |
98,099 |
5,790,731 |
Richard J. Marcogliese |
47,821,414 |
943,280 |
97,770 |
5,790,731 |
Leonardo Moreno |
48,069,641 |
694,859 |
97,964 |
5,790,731 |
Gary M. Sullivan, Jr. |
47,456,314 |
1,308,282 |
97,868 |
5,790,731 |
Vasiliki (Vicky) Sutil |
44,985,042 |
3,779,746 |
97,676 |
5,790,731 |
Laurie Z. Tolson |
47,442,897 |
1,306,802 |
112,765 |
5,790,731 |
Shlomo Zohar |
43,422,657 |
5,341,608 |
98,199 |
5,790,731 |
Accordingly, all ten of the Company’s nominees were elected to serve as directors of the Company until the 2026 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:
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For |
Against |
Abstain |
Broker Non-Votes |
47,176,035 |
1,587,353 |
99,076 |
5,790,731 |
Proposal 3
Amendment to the 2016 Long-Term Incentive Plan
Voting results for the approval of the Sixth Amendment were as follows:
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For |
Against |
Abstain |
Broker Non-Votes |
47,225,143 |
1,518,317 |
119,004 |
5,790,731 |
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 2025 fiscal year was approved by the following vote:
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For |
Against |
Abstain |
Broker Non-Votes |
53,406,275 |
1,134,095 |
112,825 |
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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: April 30, 2025 |
DELEK US HOLDINGS, INC.
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/s/ Mark Hobbs |
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Name: Mark Hobbs |
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Title: Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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EX-10.1
2
dkex-101xsixthamendmenttot.htm
EX-10.1
Document
SIXTH AMENDMENT
TO THE
DELEK US HOLDINGS, INC.
2016 LONG-TERM INCENTIVE PLAN
THIS SIXTH AMENDMENT TO THE DELEK US HOLDINGS, INC. 2016 LONG-TERM INCENTIVE PLAN (this “Sixth Amendment”) is effective as of April 29, 2025. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Plan (as defined below), and all section references shall refer to the Plan.
RECITALS
WHEREAS, Delek US Holdings, Inc. (the “Company”) currently awards long-term compensation to certain non-employee directors, employees, and consultants under its 2016 Long-Term Incentive Plan, as amended by that certain First Amendment dated as of May 8, 2018, that certain Second Amendment dated as of May 5, 2020, that certain Third Amendment dated as of June 9, 2021, that certain Fourth Amendment dated as of May 3, 2022, and that certain Fifth Amendment dated as of May 3, 2023 (as amended, the “Plan”);
WHEREAS, the Plan reserves 17,010,000 shares of Common Stock for issuance in connection with awards granted thereunder;
WHEREAS, the Company desires to amend the Plan to increase the number of shares of Common Stock reserved for issuance under the Plan by 1,900,000 shares;
WHEREAS, this Sixth Amendment requires the approval of the Company’s stockholders; and
WHEREAS, the Board, based upon the recommendation of the Human Capital and Compensation Committee of the Board, which committee has previously been appointed by the Board pursuant to Section 5 to administer the Plan (the “Committee”), has determined that it is in the best interests of the Company, subject to the approval of the Company’s stockholders at the Company’s 2025 Annual Meeting of Stockholders, to amend the Plan to increase the number of shares of Common Stock reserved for issuance under the Plan by an additional 1,900,000 shares, from 17,010,000 shares to 18,910,000 shares, and to amend the Plan as set forth in this Sixth Amendment.
NOW, THEREFORE, the Plan shall be amended effective as of the date hereof as follows:
1.Paragraph 4 of the Plan is deleted in its entirety and replaced with the following:
4. Common Stock Available for Awards. Subject to the provisions of Paragraph 16 hereof, there shall be available for Awards granted wholly or partly in Common Stock (including rights or options which may be exercised for or settled in Common Stock) during the term of this Plan an aggregate of 18,910,000 shares of Common Stock (the “Maximum Share Limit”), all of which may be used for the granting of ISOs. The Board and the appropriate officers of the Company are authorized to take from time to time whatever actions are necessary, and to file required documents with governmental authorities and stock exchanges and transaction reporting systems, to make shares of Common Stock available for issuance pursuant to Awards. Each Award settled in shares of Common Stock other than a Stock Option or SAR shall be counted against the Maximum Share Limit as 1.74 shares and each Stock Option or SAR shall be counted against the Maximum Share Limit as one share. Any shares of Common Stock subject to an Award that expires or is canceled, forfeited, or terminated without issuance of the full number of shares of Common Stock related to such Award shall not count against the Maximum Share Limit and will again be available for issuance under the Plan. Any shares of Common Stock that again become available for future grants pursuant to this Paragraph 4 shall be added back as one share if such shares were subject to Stock Options or Stock Appreciation Rights and as 1.74 shares if such shares were subject to other Awards. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of a Stock Option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation with respect to any Stock Option or SAR, (c) shares covered by a stock-settled SAR or other Awards that were not issued upon the settlement of the Award, or (d) shares repurchased by the Company on the open market with proceeds from the exercise of Stock Options or SARs. Shares of Common Stock delivered under the Plan as an Award or in settlement of an Award issued or made (a) upon the assumption, substitution, conversion or replacement of outstanding awards under a plan or arrangement of an entity acquired in a merger or other acquisition or (b) as a post-transaction grant under such a plan or arrangement of an acquired entity shall not reduce or be counted against the maximum number of shares of Common Stock available for delivery under the Plan, to the extent that the exemption for transactions in connection with mergers and acquisitions from the stockholder approval requirements of the New York Stock Exchange for equity compensation plans applies. The Committee may from time to time adopt and observe such rules and procedures concerning the counting of shares against the Maximum Share Limit or any sub limit as it may deem appropriate, including rules more restrictive than those set forth above to the extent necessary to satisfy the requirements of any national stock exchange on which the Common Stock is listed or any applicable regulatory requirement.
2.Except as modified herein, all other terms and conditions of the Plan shall remain in full force and effect. In the event of a conflict between this Sixth Amendment and the Plan, this Sixth Amendment shall control.
IN WITNESS WHEREOF, the undersigned has executed this Sixth Amendment to the Plan, to be effective as of the date first written above.
DELEK US HOLDINGS, INC.
By: /s/ Denise McWatters
Name: Denise McWatters
Title: Executive Vice President, General Counsel, and Secretary