BRENTWOOD, Tenn., April 26, 2021 /PRNewswire/ -- Delek US
Holdings, Inc. (NYSE: DK) ("Delek") today announced that leading
independent proxy advisory firms Institutional Shareholder Services
("ISS") and Glass Lewis & Co. ("Glass Lewis") both recommend
that Delek shareholders vote "FOR" ALL of the
Company's highly qualified director nominees on the WHITE
proxy card in connection with the Company's 2021 Annual Meeting of
Stockholders, which is scheduled to take place on May 6, 2021.
Delek released the following letter to shareholders:
April 26, 2021
LEADING INDEPENDENT PROXY ADVISORS AGREE: YOUR
DELEK BOARD COMPRISES THE RIGHT DIRECTORS WHO ARE OVERSEEING THE
RIGHT STRATEGY FOR CONTINUED SHAREHOLDER VALUE CREATION
ISS AND GLASS LEWIS RECOMMEND VOTING THE WHITE
PROXY CARD "FOR" ALL OF DELEK'S HIGHLY QUALIFIED, INDEPENDENT
DIRECTORS
Dear Fellow Shareholder:
We are pleased that leading independent proxy advisors
Institutional Shareholder Services ("ISS") and Glass Lewis &
Co. ("Glass Lewis") share our belief that Delek's director nominees
are the best candidates to continue creating value for
shareholders. As we continue toward the May
6, 2021 Annual Meeting of Shareholders, we want to reiterate
that our Board and management team are firmly focused on overseeing
and executing the Company's strategy, and we recognize the work
that needs to be done to continue navigating current industry
volatility and driving value.
We are confident that by continuing to prioritize our commitment
to peer-leading return of capital, efficient operations and cost
reductions, strong financial flexibility, and the development of
our integrated and synergistic portfolio with increasingly stable
cash flows, we will continue to drive value for all Delek
shareholders and remain an industry leader.
Don't just take our word for it. Leading independent
proxy advisory firms ISS and Glass Lewis both recommend that Delek
shareholders vote "FOR" ALL of the Company's highly
qualified director nominees on the WHITE proxy card in their
reports dated April 25, 2021 and
April 22, 2021,
respectively1:
ISS
- "The dissident has not made a compelling case against the
established strategy…Similarly, the dissident has not made a
compelling case in favor of its own strategy suggestions. DK has
publicly recognized since at least late 2019 that it trades at a
sum-of-the-parts discount, which it believes can be alleviated
through implementation of its strategy. The dissident has not
clearly articulated why this is incorrect or aspirational."
- "As a secondary matter, the dissident has not successfully
argued that DK is unable to execute or unwilling to consider its
proposals. In fact, DK has a track record of deals that includes
transactions and initiatives similar to those proposed by the
dissident. These deals also include the acquisition of Alon, which
played a significant role in establishing DK's competitive
advantage."
- "The question is then why one reasonable strategy should be
abandoned in favor of another. The dissident has failed to provide
a compelling answer – DK share price and TSR outperformed over the
long-term and have been directionally-positive since late 2020; no
evidence has been offered to suggest that the increased focus on
midstream and retail operations cannot or will not eventually
alleviate the sum-of-the-parts discount; and the available facts do
not substantiate the dissident's assertions relating to the CEO's
compensation and incentive structure."
- "The dissident also reengaged – just as DK appeared to be
turning a corner – with a slate of three nominees who all have
overlapping work experience with each other and with the CEO of
CVI. It is challenging to support a slate with so many ties to the
CEO of a company operating in the same industry absent an
absolutely clear case for change."
Glass Lewis
- "Coupled with recommendations [from CVR] which we generally do
not consider adequately reasoned, we see relatively limited cause
for Delek investors to conclude the dissenting initiative
represents a compelling alternative to a sitting board which has
demonstrated a willingness to explore significant strategic
avenues, overseen the generation of competitive long-term value and
generally maintained suitable corporate governance
architecture."
- "…CVR fails to build out a comprehensive and well-rounded case
which both establishes the presence of significant operational and
governance concerns at Delek and advances balanced strategies and
appropriately placed candidates which would reasonably be expected
to facilitate a superior outcome. Instead, Delek investors have
mostly been offered blanket arguments with little analytical
support, major alternatives which may ultimately deviate from the
long-term interests of the Company and a questionably selected
slate of alternate nominees mismatched with large portions of CVR's
own platform."
- "…[I]nvestors are likely to be better served allowing the
existing board and executive team to manage through a widely
recognized black swan event and continue pursuing strategies which
have, over the long term, generated compelling value for
shareholders. Accordingly, we recommend shareholders vote
FOR all nominees using management's WHITE proxy card."
DELEK'S NOMINEES ARE INDEPENDENT, HIGHLY
QUALIFIED AND COMMITTED TO DRIVING VALUE FOR ALL DELEK
SHAREHOLDERS
ISS and Glass Lewis have recommended shareholders vote "FOR"
ALL of the Delek Directors: Uzi
Yemin, William J. Finnerty,
Richard J. Marcogliese, Gary M. Sullivan, Jr., Vicky Sutil, Laurie Z.
Tolson, David Wiessman and
Shlomo Zohar. Furthermore, each of the three Delek
directors CVR is attempting to replace is truly independent and
brings valuable experience and expertise relevant to our business.
They are:
- William J. Finnerty, who
has over 40 years of experience in all facets of the downstream
energy sector, with leadership, strategy, business / corporate
development, M&A and executive roles at both leading integrated
major oil companies and independent refiners, including as the
former COO of Tesoro and various roles at Texaco and Chevron;
- David Wiessman, who has
more than 40 years of experience in energy, retail and venture
capital as the controlling owner and Chairman of Sonol, the second
largest oil company in Israel, the
founder and former CEO of Alon USA
Energy and Alon Israel Oil Company, and as the founder of Gefen
Capital Partners, a venture capital fund, which provides him with a
unique investor perspective on strategic investments; and
- Shlomo Zohar, who plays a critical leadership role as
the Lead Independent Director of our Board and whose financial,
accounting, capital markets and M&A experience from board
leadership positions at financial institutions and 25 years as a
CPA provides significant insights into Delek's financial management
and capital allocation strategies.
Join the independent proxy advisory firms in supporting
Delek's highly qualified, independent directors and VOTE the WHITE
proxy card "FOR" ALL Delek nominees TODAY. We will continue to
drive and maximize value for all Delek shareholders. Thank you for
your support.
Sincerely,
Your Board of Directors
Your Vote Is Important, No Matter How Many or
How Few Shares You Own
You can vote by Internet, telephone or by signing
and dating the WHITE proxy card and mailing it in the
envelope provided.
If you have any questions about how to vote your
shares, or need additional assistance, please contact:
MACKENZIE
PARTNERS, INC.
proxy@mackenziepartners.com
(212) 929-5500
or
Toll-Free (800) 322-2885
REMEMBER:
We urge you NOT to vote using any Gold proxy card sent to you by
CVR, as doing so will revoke your vote on the WHITE proxy
card.
About Delek US Holdings, Inc.
Delek US Holdings, Inc.
is a diversified downstream energy company with assets in petroleum
refining, logistics, asphalt, renewable fuels and convenience store
retailing. The refining assets consist of refineries operated in
Tyler and Big Spring, Texas, El Dorado, Arkansas and Krotz Springs, Louisiana with a combined
nameplate crude throughput capacity of 302,000 barrels per day.
The logistics operations consist of Delek Logistics Partners, LP
(NYSE: DKL) ("Delek Logistics"). Delek US and its affiliates also
own the general partner and an approximate 80 percent limited
partner interest in Delek Logistics. Delek Logistics is a
growth-oriented master limited partnership focused on owning and
operating midstream energy infrastructure assets.
The convenience store retail business operates approximately 253
convenience stores in central and west Texas and New
Mexico.
Information about Delek US Holdings, Inc. can be found on its
website (www.delekus.com), investor relations webpage
(ir.delekus.com), news webpage (www.delekus.com/news) and its
Twitter account (@DelekUSHoldings).
Additional Information
Delek has filed a definitive
proxy statement on Schedule 14A and form of associated WHITE proxy
card with the Securities and Exchange Commission ("SEC") in
connection with the solicitation of proxies for the Company's 2021
Annual Meeting (the "Definitive Proxy Statement"). Delek, its
directors and certain of its executive officers and employees may
be deemed to be participants in the solicitation of proxies from
the company's shareholders in connection with the matters to be
considered at the Company's 2021 Annual Meeting. BEFORE MAKING ANY
VOTING DECISION, DELEK SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ
ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC,
INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT AND ANY
SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the names of Delek's directors and
executive officers and their respective interests in the Company by
security holdings or otherwise is set forth in the Definitive Proxy
Statement. Details concerning the nominees of the Company's Board
of Directors for election at the Company's 2021 Annual Meeting are
included in the Definitive Proxy Statement. Shareholders may obtain
a copy of the Definitive Proxy Statement, any supplements to the
proxy statement and other documents filed by Delek with the SEC for
no charge at the SEC's website at www.sec.gov. Copies will also be
available at no charge on the Company's website at
http://www.delekus.com.
For further information: Investor Relations Contact:
Blake Fernandez, Senior Vice
President of Investor Relations and Market Intelligence,
615-224-1312; OR Public Relations Contacts: Nicholas Lamplough / Tim
Lynch / Andrew Squire -
Joele Frank, Wilkinson Brimmer
Katcher, 212-355-4449
1 Permission to use quotations was neither
sought nor obtained.
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SOURCE Delek US Holdings, Inc.