Delek US (DK) investors approve 2026 long-term incentive plan and re-elect all directors
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Delek US Holdings, Inc. reported the results of its 2026 Annual Meeting held on April 20, 2026. Stockholders approved the new 2026 Long-Term Incentive Plan, which replaces the 2016 plan and will govern future equity awards to employees and directors.
All ten director nominees were elected to serve until the 2027 Annual Meeting. Stockholders also gave advisory approval to the company’s executive compensation program and ratified Ernst & Young LLP as independent auditor for the 2026 fiscal year.
Positive
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Negative
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Directors elected: 10 directors
Say-on-pay support: 46,352,822 votes for
2026 LTIP approval votes for: 41,468,551 votes for
+4 more
7 metrics
Directors elected
10 directors
Elected at 2026 Annual Meeting to serve until 2027 meeting
Say-on-pay support
46,352,822 votes for
Advisory executive compensation vote at 2026 Annual Meeting
2026 LTIP approval votes for
41,468,551 votes for
Approval of 2026 Long-Term Incentive Plan
2026 LTIP votes against
5,175,365 votes against
Opposition to 2026 Long-Term Incentive Plan
Auditor ratification votes for
50,568,148 votes for
Ratification of Ernst & Young LLP for 2026 fiscal year
Auditor ratification votes against
715,853 votes against
Vote on Ernst & Young LLP as 2026 auditor
Broker non-votes on 2026 LTIP
4,455,075 broker non-votes
Proposal to approve 2026 Long-Term Incentive Plan
Key Terms
2026 Long-Term Incentive Plan, Broker Non-Votes, advisory, non-binding basis, independent registered public accounting firm, +2 more
6 terms
2026 Long-Term Incentive Plan financial
"On April 20, 2026, the stockholders of the Company approved the 2026 Long-Term Incentive Plan"
Broker Non-Votes financial
"Nominees | For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory, non-binding basis regulatory
"executive compensation program ... was approved on an advisory, non-binding basis, by the following vote"
independent registered public accounting firm regulatory
"Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
RSU Award Agreement financial
"Form of RSU Award Agreement under the 2026 Long-Term Incentive Plan"
A RSU award agreement is a legal contract that grants restricted stock units — promises of company stock to an employee or advisor — and spells out how many units are granted, when they become actual shares (vesting), and any conditions or tax rules. Investors care because these agreements create future share issuance and compensation cost, which can dilute existing holders and signal how the company rewards and retains key people, much like a delayed paycheck paid in stock.
Stock Appreciation Right Award Agreement financial
"Form of Stock Appreciation Right Award Agreement under the 2026 Long-Term Incentive Plan"
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
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
 | |||||||||||
(Address of Principal Executive) | (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 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. | |||||||
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.
Dated: April 22, 2026 | DELEK US HOLDINGS, INC. | ||||
/s/ Mark Hobbs | |||||
Name: Mark Hobbs | |||||
Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||
FAQ
What did Delek US Holdings (DK) stockholders approve at the 2026 Annual Meeting?
Stockholders approved the 2026 Long-Term Incentive Plan, elected ten directors, gave advisory approval to executive compensation, and ratified Ernst & Young LLP as independent auditor for the 2026 fiscal year, confirming support for the company’s governance and compensation structure.
How did Delek US Holdings (DK) stockholders vote on the 2026 Long-Term Incentive Plan?
The 2026 Long-Term Incentive Plan received 41,468,551 votes for, 5,175,365 against, and 328,377 abstentions, with 4,455,075 broker non-votes. This approval allows the company to grant future equity awards under the new plan going forward.
Were Delek US Holdings (DK) director nominees re-elected at the 2026 Annual Meeting?
All ten nominees, including Ezra Uzi Yemin and Avigal Soreq, were elected. Each received over 46 million votes for, except one nominee with more opposition, and all will serve until the 2027 Annual Meeting or until successors are appointed and qualified.
How did stockholders of Delek US Holdings (DK) vote on executive compensation?
The advisory vote on executive compensation passed with 46,352,822 votes for, 304,345 against, and 315,126 abstentions, plus 4,455,075 broker non-votes. This non-binding approval indicates stockholder support for the company’s named executive officer pay program described in the proxy.
Which auditor was ratified for Delek US Holdings (DK) for fiscal 2026?
Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the 2026 fiscal year, with 50,568,148 votes for, 715,853 against, and 143,367 abstentions, reflecting strong backing for the company’s audit firm selection.
What happens to Delek US Holdings’ 2016 Long-Term Incentive Plan after the 2026 meeting?
The 2026 Long-Term Incentive Plan replaces the 2016 Long-Term Incentive Plan. No further awards will be made under the 2016 plan, and future equity incentives will instead be granted under the newly approved 2026 plan and related award agreements.