8-K
filed May 2, 2024, 7:59 PM ET
ticker DK
CIK 0001694426
other material
confidence high
sentiment neutral
materiality 0.25
Delek US shareholders approve charter amendment to exculpate officers, elect 10 directors
Delek US Holdings, Inc.
- All 10 director nominees elected at May 2 annual meeting; Ezra Uzi Yemin received 50.1M for, 899K against.
- Charter amendment approved (43.8M for, 7.3M against) to add officer exculpation provisions under Delaware law.
- Advisory vote on executive compensation approved (48.7M for, 2.3M against) on a non-binding basis.
- Ernst & Young ratified as independent auditor for fiscal 2024 with 55.5M for, 1.9M against.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Delek US Holdings, Inc.: Added officer exculpation provisions to the certificate of incorporation, exculpating certain officers for breach of fiduciary duty claims as permitted by new Delaware law (effective 2024-05-02).
- Change
- charter amendment
- Effective
- 2024-05-02
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Delek US Holdings, Inc. shareholders approved Amendment to the Second Amended and Restated Certificate of Incorporation at the 2024-05-02 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-05-02
Exact text from the filing
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: For Against Abstain Broker Non-Votes 43,760,866 7,289,823 45,952 6,282,988
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Delek US Holdings, Inc. shareholders approved Election of Ten Directors at the 2024-05-02 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2024-05-02
Exact text from the filing
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 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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Delek US Holdings, Inc. shareholders approved Ratification of the Appointment of Auditors at the 2024-05-02 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2024-05-02
Exact text from the filing
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: For Against Abstain Broker Non-Votes 55,479,468 1,857,944 42,217 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Delek US Holdings, Inc. shareholders approved Advisory Resolution on Executive Compensation at the 2024-05-02 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-05-02
Exact text from the filing
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 48,688,926 2,325,160 82,555 6,282,988
View on SEC.gov
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