--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-138368" form_type: "8-K" ticker: "DK" cik: "0001694426" company_name: "Delek US Holdings, Inc." filed_at: "2023-05-08T23:59:59+00:00" generated_at: "2026-06-15T13:41:46.142958+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Delek US stockholders approve LTIP amendment; share pool increased by 2M to 17M ## Summary - Stockholders approved 5th amendment to 2016 LTIP, increasing authorized shares from ~15M to 17,010,000 (a 13.4% increase). - Fungible ratio for full-value awards (RSUs/PSUs) reduced from 2.28:1 to 1.74:1 per share issued. - All nine director nominees elected at annual meeting; advisory say-on-pay resolution passed with over 54M votes for. - Ernst & Young ratified as independent auditor for fiscal 2023 with ~57.8M votes in favor. ## SEC filing metadata - accession: 0001193125-23-138368 - form_type: 8-K - ticker: DK - cik: 0001694426 - company_name: Delek US Holdings, Inc. - filed_at: 2023-05-08T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1694426/000119312523138368/0001193125-23-138368-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1694426/000119312523138368/d399282d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-138368 - JSON: https://secwatch.observer/filing/0001193125-23-138368.json - Plain text: https://secwatch.observer/filing/0001193125-23-138368.txt ## Key facts - Shareholder Votes Delek US Holdings, Inc. shareholders approved Approval of the Amendment to our 2016 Long-Term Incentive Plan at the 2023-05-03 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-03 source text: Proposal 4 Approval of the Amendment to our 2016 Long-Term Incentive Plan The Amendment to the Plan was approved by the following vote: For Against Abstain Broker Non-Votes 52,977,571 2,493,301 61,739 4,515,545 evidence_url: https://www.sec.gov/Archives/edgar/data/1694426/000119312523138368/0001193125-23-138368-index.htm - Shareholder Votes Delek US Holdings, Inc. shareholders approved Advisory Resolution on Executive Compensation Advisory Vote Frequency at the 2023-05-03 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-03 source text: Proposal 3 Advisory Resolution on Executive Compensation Advisory Vote Frequency On the advisory, non-binding resolution on the frequency of stockholder votes on the Company’s executive compensation program for our named executive officers, the option for “one year” received the most votes, as follows: One Year Two Years Three Years Abstain Broker Non-Votes 51,475,691 19,301 3,967,426 70,193 — evidence_url: https://www.sec.gov/Archives/edgar/data/1694426/000119312523138368/0001193125-23-138368-index.htm - Shareholder Votes Delek US Holdings, Inc. shareholders approved Ratification of the Appointment of Auditors at the 2023-05-03 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-03 source text: Proposal 5 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 2023 fiscal year was approved by the following vote: For Against Abstain Broker Non-Votes 57,781,203 2,235,282 31,671 — evidence_url: https://www.sec.gov/Archives/edgar/data/1694426/000119312523138368/0001193125-23-138368-index.htm - Shareholder Votes Delek US Holdings, Inc. shareholders approved Advisory Resolution on Executive Compensation at the 2023-05-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-03 source text: 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: For Against Abstain Broker Non-Votes 54,534,046 950,186 48,379 4,515,545 evidence_url: https://www.sec.gov/Archives/edgar/data/1694426/000119312523138368/0001193125-23-138368-index.htm - Shareholder Votes Delek US Holdings, Inc. shareholders approved Election of Nine Directors at the 2023-05-03 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-03 source text: Proposal 1 Election of Nine Directors Voting results for the election of directors were as follows: Nominees For Against Abstain Broker Non-Votes Ezra Uzi Yemin 54,310,863 1,174,248 47,500 4,515,545 Avigal Soreq 55,164,155 321,635 46,821 4,515,545 William J. Finnerty 53,250,263 2,235,758 46,590 4,515,545 Richard J. Marcogliese 54,950,361 535,934 46,316 4,515,545 Leonardo Moreno 54,996,994 480,422 55,195 4,515,545 Gary M. Sullivan, Jr. 53,782,421 1,703,750 46,440 4,515,545 Vasiliki (Vicky) Sutil 48,661,384 6,825,687 45,540 4,515,545 Laurie Z. Tolson 54,316,892 1,168,193 47,526 4,515,545 Shlomo Zohar 53,262,460 2,223,705 46,446 4,515,545 Accordingly, all nine of the Company’s nominees were elected to serve as directors of the Company until the 2024 Annual Meeting of Stockholders or until their respective successors are appointed, elected and qualified. evidence_url: https://www.sec.gov/Archives/edgar/data/1694426/000119312523138368/0001193125-23-138368-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.