DK Delek US Holdings, Inc. - 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

--

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

10.1

2026 Long-Term Incentive Plan.

10.2

Form of RSU Award Agreement under the 2026 Long-Term Incentive Plan.

10.3

Form of RSU Award Agreement for Directors under the 2026 Long-Term Incentive Plan.

10.4

Form of PRSU Award Agreement under the 2026 Long-Term Incentive Plan.

10.5

Form of Stock Appreciation Right Award Agreement under the 2026 Long-Term Incentive Plan.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.