Delek US Stockholders Approve All Proposals at 2026 Virtual Annual Meeting, Including LTIP and E&Y

Key Points

• All management proposals passed: Stockholders approved the election of 10 directors, the advisory vote on executive compensation, the company's 2026 long-term incentive plan (effective upon approval), and ratified Ernst & Young as the independent auditor.
• A quorum was established (record date Feb. 27, 2026, with over 50% of outstanding shares represented) for the virtual meeting chaired by Denise McWatters, and the company said it will file the full voting results following the meeting.

Delek US NYSE: DK held its 2026 annual meeting of stockholders in a virtual format, with Executive Vice President, General Counsel and Corporate Secretary Denise McWatters serving as chair at the direction of the board. McWatters said members of the board were in attendance, including Chairman Uzi Yemin and President and CEO Avigal Soreq, along with members of management and representatives from Ernst & Young, the company’s independent registered accounting firm.

McWatters outlined meeting procedures, including how stockholders could submit questions and vote online. She said questions would be addressed if they related to agenda items, with other inquiries potentially handled after the meeting through the company’s investor relations email.

Quorum and voting process

McWatters said the record date for the meeting was Feb. 27, 2026, and that more than 50% of the company’s outstanding common shares as of that date were present “either in person or represented by proxy,” which she said established a quorum. She also noted that an affidavit of mailing confirmed the proxy materials and annual report were made available to stockholders in a timely manner.

A representative of the company’s vote tabulator participated virtually to serve as inspector of the election, McWatters said, adding that the inspector’s oath of office had been delivered and would be included in the meeting minutes. Stockholders were able to vote online until the polls were closed, and online voting would revoke previously submitted proxies for the shares voted, she said.

Four proposals presented to stockholders

McWatters said stockholders were asked to consider and vote on four proposals, as described in the company’s proxy statement. The proposals included director elections, executive compensation, a long-term incentive plan, and auditor ratification.

• Proposal 1: Election of 10 directors to serve until the 2027 annual meeting and until successors are elected and qualified. The nominees were Uzi Yemin, Avigal Soreq, Christine Benson Schwartzstein, William Finnerty, Richard Marcogliese, Leo Moreno, Gary Sullivan, Vasiliki Sutil, Laurie Tolson, and Shlomo Zohar. McWatters said no stockholder nominations were received by the deadline that were not withdrawn, and the board recommended a vote “for” each nominee.
• Proposal 2: An advisory vote on the company’s executive compensation program for named executive officers described in the proxy statement. The board recommended a vote “for” the proposal.
• Proposal 3: Approval of the company’s 2026 long-term incentive plan. McWatters said that if approved, the plan would become effective as of the date of the annual meeting; if not approved, it would not become effective. The board recommended a vote “for” the proposal.
• Proposal 4: Ratification of the appointment of Ernst & Young as the company’s independent registered public accounting firm for the 2026 fiscal year. McWatters noted that while the vote was not required by law, the board opted to seek stockholder approval and recommended a vote “for” the proposal.

Meeting conclusion and outcome

After presenting the proposals, McWatters paused for questions or comments related to the items on the agenda and said there were none. She then closed the polls after providing time for stockholders to submit ballots through the virtual portal.

“I am pleased to report that all of management’s proposals have passed,” McWatters said, adding that the company would report the full voting results in a filing following the meeting. With no further business and no additional questions from stockholders, she adjourned the meeting and thanked attendees for their support.

About Delek US NYSE: DK

Delek US Holdings, Inc NYSE: DK is an independent downstream energy company engaged in the refining, logistics, and marketing of petroleum products. Headquartered in Brentwood, Tennessee, the company operates a network of inland refineries, storage terminals and pipelines, and convenience store locations. Delek US focuses on converting crude oil into a variety of finished products, including gasoline, diesel, jet fuel, asphalt and renewable fuels, serving wholesale and retail customers across the United States.

In its refining segment, Delek US owns and operates four inland refineries located in Texas and Arkansas.

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