Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

The Board of Directors of Delek US Holdings, Inc. (the "Company") previously approved, subject to stockholder approval, an amendment (the "Amendment") to the Delek US Holdings, Inc. 2016 Long-Term Incentive Plan, as amended (the "Plan"). As described below, the Company's stockholders approved the Amendment at the Company's 2023 Annual Meeting of Stockholders (the "Annual Meeting") held on May 3, 2023. Pursuant to the Amendment, the number of shares of common stock reserved for issuance under the Plan was increased by 2,015,000 shares to a total of 17,010,000 shares and the fungible ratio was reduced from 2.28 to 1.74. The Amendment and the Plan are described in the section entitled "Proposal 4: Amendment to Our 2016 Long-Term Incentive Plan" of the Company's Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on March 24, 2023, and which is incorporated by reference herein.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on May 3, 2023. A quorum was present at the 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 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.



                                   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


                                   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

           -

--------------------------------------------------------------------------------


                                   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


                                   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

           -

Item 9.01 Financial Statements and Exhibits.




(d)

10.1      Fifth Amendment to the Delek US Holdings, Inc. 2016 Long-Term Incentive
        Plan.

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses