Delek US Holdings, Inc. 8-K

What Happened

• Delek US Holdings, Inc. announced that at its April 20, 2026 Annual Meeting shareholders approved a new 2026 Long‑Term Incentive Plan (the "2026 Plan"), which replaces the company's 2016 Long‑Term Incentive Plan; no further awards will be made under the 2016 plan. The 2026 Plan vote was 41,468,551 For, 5,175,365 Against, 328,377 Abstain, with 4,455,075 broker non‑votes.
• At the same meeting the company’s ten director nominees were elected to serve until the 2027 Annual Meeting. The Annual Meeting also included a non‑binding advisory vote on executive compensation (say‑on‑pay), which was approved 46,352,822 For, 304,345 Against, 315,126 Abstain, and the ratification of Ernst & Young LLP as auditor, approved 50,568,148 For, 715,853 Against, 143,367 Abstain. The 8‑K was filed April 22, 2026 and signed by CFO Mark Hobbs.

Key Details

• 2026 Plan vote: 41,468,551 For; 5,175,365 Against; 328,377 Abstain; 4,455,075 broker non‑votes. The 2026 Plan and award agreement forms are filed as exhibits to the 8‑K.
• Directors re‑elected (term through 2027 Annual Meeting): Ezra Uzi Yemin; Avigal Soreq; Christine Benson‑Schwartzstein; William J. Finnerty; Richard J. Marcogliese; Leonardo Moreno; Gary M. Sullivan, Jr.; Vasiliki (Vicky) Sutil; Laurie Z. Tolson; Shlomo Zohar.
• Say‑on‑pay (advisory) passed: 46,352,822 For. Auditor ratification passed: Ernst & Young LLP — 50,568,148 For.

Why It Matters

• Approval of the 2026 Long‑Term Incentive Plan gives Delek US a new framework to grant equity and performance awards to executives and employees; this affects future executive compensation, potential share dilution, and how long‑term incentives are structured going forward.
• The re‑election of the full board and the passed advisory vote on executive pay provide continuity for management and governance. Ratification of the auditor maintains the company’s existing external audit relationship.
• These are governance and compensation actions rather than financial results; investors should watch future filings and proxy disclosures for details on award sizes, dilution assumptions, and how the new plan will be used.