What changed in this filing

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Item 5. Other Information

2020-08-07 compared with 2020-05-08 · 45 added, 73 removed, 33 unchanged (78% of the section changed)

1 unchanged sentence

Dividend Declaration

On May 4, 2020 , our Board of Directors voted to declare a quarterly cash dividend of $0.31 per share of our common stock, payable on June 3, 2020 to shareholders of record on June 3, 2020 .

Submission of Matters to a Vote of Security Holders

On May 5, 2020, Delek held its 2020 Annual Meeting of Stockholders.

A quorum was present at the meeting.

The matters presented to stockholders for vote and the final voting results on such matters are set forth below:

Election of the seven nominees named in the Proxy Statement as directors of Delek to serve until the 2021 Annual Meeting of Stockholders or until their respective successors are appointed, elected and qualified:

Director Nominee

Broker Non-Votes

Ezra Uzi Yemin

Sullivan, Jr.

David Wiessman

Adoption of the advisory resolution approving Delek's executive compensation program for our named executive officers as described in the Proxy Statement:

Broker Non-Votes

Ratification of the appointment of Ernst & Young LLP as Delek’s independent registered public accounting firm for the 2020 fiscal year:

Broker Non-Votes

Approval of an amendment to our 2016 Long-Term Incentive Plan to increase the number of shares available for issuance thereunder:

Broker Non-Votes

Amendment to 2016 Long-Term Incentive Plan

On May 5, 2020, upon approval by our stockholders, Delek amended its 2016 Long-Term Incentive Plan to increase the number of shares of Delek common stock reserved for issuance under the plan by 2,120,000 shares.

Amendments to Bylaws

On May 6, 2020, our Board of Directors amended and restated Delek’s bylaws (as so amended and restated, the “Bylaws”), effective immediately.

The amendments to the Bylaws were as follows:

Update various aspects of the advance notice and stockholder meeting provisions;

Expand the information required in connection with a stockholder nomination of a person for election as a director or a matter of business to be considered at a meeting of stockholders, and to require that such information be updated as of the record date of the meeting and again prior to the meeting;

Require that proposed nominees for election as a director complete a written representation and agreement regarding undisclosed voting agreements and compensation arrangements of the proposed nominee, compliance with applicable regulations, corporate policies and fiduciary duties, and the provision of information to the Company, among other matters, in the form required by the Company;

Shorten the notice period for calling meetings of the Board of Directors;

Provide for the adoption of emergency bylaws, as permitted by Delaware law;

Other clarifying and conforming amendments throughout the Bylaws.

The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated by reference herein.

Amended Employment Agreement

On May 6, 2020, the Board of Directors of the Company approved an amended and restated employment agreement between the Company and Ezra Uzi Yemin dated May 8, 2020 (the "Employment Agreement") which, among other things, provides for the following:

On August 3, 2020 , our Board of Directors voted to declare a quarterly cash dividend of $0.31 per share of our common stock, payable on September 3, 2020 to shareholders of record on August 19, 2020 .

Executive Employment Agreement

On August 1, 2020, the Company entered into an executive employment agreement with Reuven Spiegel (the "Employment Agreement").

The Employment Agreement amends and replaces the offer letter the Company entered into with Mr.

Spiegel in April 2020 in connection with his appointment as Chief Financial Officer.

The Employment Agreement has a term expiring December 31, 2023, and provides for the following:

an annual base salary of $500,000;

an annual bonus opportunity with a target amount of 140% of base salary and a maximum payout opportunity of 200% of

the target amount;

and annual grants under the Company’s 2016 Long-Term Incentive Plan in a target amount of $6,300,000 per year split evenly between time-vesting restricted stock units (“RSUs”) and performance-based RSUs.

The Employment Agreement has an initial term expiring May 8, 2023, and will automatically renew for one year terms unless terminated by prior written notice by either Mr.

Yemin or the Company.

the $500,000 cash bonus opportunity set forth in Mr.

Spiegel’s offer letter, payable in April 2021;

beginning in 2021, an annual bonus opportunity with a target amount of 75% of base salary and a maximum payout opportunity of 200% of the target amount;

and, beginning in 2021, annual grants under the Company’s 2016 Long-Term Incentive Plan in an amount of $800,000 per year split evenly between time-vesting restricted stock units (“RSUs”) and performance-based RSUs.

In the event Mr.

Yemin is terminated without cause (as defined in the Employment Agreement), terminates his employment with good reason (as defined in the Employment Agreement), or in the event of a failure to renew (as defined in the Employment Agreement), Mr.

Yemin would be entitled to (i) an amount equal to two times the sum of his then current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 18 months following termination of employment, (iii) any annual bonus Mr.

Yemin would have otherwise been entitled to if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting and settlement, if applicable, of all unvested equity awards as follows:

Spiegel is terminated without cause (as defined in the Employment Agreement) or terminates his employment with good reason (as defined in the Employment Agreement), Mr.

Spiegel would be entitled to (i) an amount equal to the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Mr.

Spiegel would have otherwise been entitled to if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards as follows:

(A) for unvested performance awards, on a prorated basis through the termination of employment based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for full value equity awards (e.g., restricted stock, restricted stock units and phantom units) and appreciation equity awards (e.g., non-qualified stock options and stock appreciation rights), only to the extent that such awards would have vested if Mr.

Yemin’s employment had continued during a period equal to the lesser of six months following termination of employment or the balance of the term of the Employment Agreement.

In addition, Mr.

Yemin’s existing unvested equity options will vest upon a change in control regardless of whether his employment terminates.

Yemin terminates his employment for any reason, other than with good reason or upon his death or disability, and provides at least six months’ advance written notice of termination, Mr.

Yemin would be entitled to an amount equal to his annual base salary at the time notice is delivered, plus the costs of continuing family health insurance coverage for 18 months following the termination of his employment.

If, within the period beginning six months prior to and ending three years following a change in control of the Company (as defined in the Employment Agreement), Mr.

Yemin’s employment is terminated by the Company without cause or he terminates his employment for good reason, Mr.

Yemin would be entitled to receive (i) an amount equal to three times the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 18 months following termination of employment, (iii) any annual bonus Mr.

Yemin would have otherwise been entitled if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards.

Spiegel’s employment had continued during a period equal to the lesser of six months following termination of employment or the balance of the term of the Employment Agreement.

Spiegel terminates his employment for any reason, other than with good reason or upon his death or disability, and provides at least three months’ advance written notice of termination, Mr.

Spiegel would be entitled to an amount equal to 50% of his annual base salary at the time notice is delivered, plus the costs of continuing family health insurance coverage for 12 months following the termination of his employment.

If, within two years of a change in control of the Company (as defined in the Employment Agreement), Mr.

Spiegel’s employment is terminated by the Company without cause or he terminates his employment for good reason, Mr.

Spiegel would be entitled to receive (i) an amount equal to two times the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Mr.

Spiegel would have otherwise been entitled if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards.

In addition to the foregoing, Mr.

Spiegel would receive an additional $500,000 cash bonus if the change in control occurs before March 10, 2021.

All payments to be made by the Company upon termination as described above are subject to Mr.

Yemin executing a release of claims in favor of the Company.

Under the Employment Agreement, Mr.

Yemin also leases his residence from the Company at fair market value and holds an option to purchase the resident at fair market value.

In addition to benefits available to the Company’s senior executive officers generally, the Employment Agreement also provides reimbursement for the reasonable costs of professional preparation of his personal income tax returns, not to exceed $25,000 in any calendar year, and the personal use of a Company-owned automobile.

Spiegel executing a release of claims in favor of the Company.

The Employment Agreement includes a noncompetition clause which provides that Mr.

Yemin will not compete with the Company, directly or indirectly, in the territory (as defined in the Employment Agreement) during the term of the Employment Agreement and for one year thereafter.

Spiegel will not compete with the Company, directly or indirectly, in the territory (as defined in the Employment Agreement) during the term of the Employment Agreement and for one year thereafter.

The Employment Agreement also includes non-solicitation provisions with respect to the customers and employees of the Company during the term of the Employment Agreement and for one year thereafter.

The above description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement itself, a copy of which is filed with this report as Exhibit 10.5 and is incorporated herein in its entirety by reference.

Separation Payment

On May 6, 2020, the Board of Directors of the Company approved a Separation Agreement between the Company and Assaf Ginzburg in connection with Mr.

Ginzburg’s departure from the Company.

Under the Separation Agreement, Mr.

Ginzburg will receive a payment of $750,000 in exchange for Mr.

Ginzburg’s general release of claims for the benefit of the Company and its affiliates.

Contribution, Conveyance and Assumption Agreement, dated as of March 31, 2020, by and among Delek Big Spring South Mainline, LLC, Delek Permian Gathering, LLC, Delek Big Spring North Gathering, LLC, Delek Big Spring Gathering, LLC, DKL Permian Gathering, LLC, Delek Logistics Partners, LP and Delek US Holdings, Inc.

(incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed on April 6, 2020).

Amended and Restated Certificate of Incorporation, as amended by that certain Certificate of Designations of Series A Junior Participating Preferred Stock of Delek US Holdings, Inc., dated March 23, 2020.

Amended and Restated Bylaws of Delek US Holdings, Inc.

Rights Agreement, dated as of March 20, 2020, by and between Delek US Holdings, Inc.

as the Company, and American Stock Transfer & Trust Company, LLC as Rights Agent, incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on March 24, 2020).

Throughput and Deficiency Agreement, dated and effective as of March 31, 2020, by and between Lion Oil Trading & Transportation, LLC and DKL Permian Gathering, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 6, 2020).

Second Amendment and Restatement of Schedules to Third Amended and Restated Omnibus Agreement, dated and effective as of March 31, 2020 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on April 6, 2020).

(incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020).

Second Amendment to the Delek US Holdings, Inc.

2016 Long-Term Incentive Plan, effective as of May 5, 2020.

2016 Long-Term Incentive Plan, effective as of May 5, 2020 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020).

Amended and Restated Executive Employment Agreement, dated as of May 8, 2020, by and between Delek US Holdings, Inc.

and Ezra Uzi Yemin.

and Ezra Uzi Yemin (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020).

Amended and Restated Executive Employment Agreement, dated April 6, 2020, between Delek US Holdings, Inc.

2 unchanged sentences

and Reuven Spiegel (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 9, 2020).

Executive Employment Agreement, dated August 1, 2020, by and between Delek US Holdings, Inc.

and Reuven Spiegel.

Transportation Services Agreement, dated May 15, 2020 and effective as of May 1, 2020, between Delek Refining, Ltd., Lion Oil Company and DKL Transportation, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on May 18, 2020).

Third Amendment and Restatement of Schedules to Third Amended and Restated Omnibus Agreement, dated and effective as of May 15, 2020 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on May 18, 2020).

Third Incremental Amendment to Term Loan Credit Agreement, dated as of May 19, 2020, among Delek US Holdings, Inc., as borrower, the guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on May 21, 2020).

Third Amended and Restated Supply and Offtake Agreement, dated as of April 7, 2020, between J.

Aron & Company LLC and Alon Refining Krotz Springs, Inc.

Third Amended and Restated Supply and Offtake Agreement, dated as of April 7, 2020, among J.

Aron & Company LLC, Lion Oil Company and Lion Oil Trading & Transportation, LLC.

Third Amended and Restated Supply and Offtake Agreement, dated as of April 7, 2020, between J.

Aron & Company LLC and Alon USA, LP.

Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The following materials from Delek US Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 (Unaudited), (ii) Condensed Consolidated Statements of Income for the three months ended March 31, 2020 and 2019 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2020 and 2019 (Unaudited), (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for the three months ended March 31, 2020 and 2019 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

The cover page from Delek US Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, has been formatted in Inline XBRL.

The following materials from Delek US Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019 (Unaudited), (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2020 and 2019 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019 (Unaudited), (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and six months ended June 30, 2020 and 2019 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

The cover page from Delek US Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, has been formatted in Inline XBRL.

Filed herewith

7 unchanged sentences

(Principal Executive Officer)

/s/ Assaf Ginzburg

Assaf Ginzburg

/s/ Reuven Spiegel

Reuven Spiegel

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

August 6, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information