Form 8-K - Current report

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

January 16, 2024

Date of Report (Date of earliest event reported)

DELEK US HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-38142		35-2581557
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)


310 Seven Springs Way, Suite 500	Brentwood	Tennessee	37027
(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

New York Stock Exchange

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 January 16, 2024, Christine Benson Schwartzstein was appointed to the Board of Directors (the "Board") of Delek US Holdings, Inc. (the "Company" or "Delek US") as an independent director, effective immediately. Ms. Benson will stand for election at the Company’s 2024 annual meeting of stockholders. At this time, Ms. Benson has not been appointed to any Board committees that the Board has chosen. Following the appointment, the board of Delek US will comprise of 10 directors, 8 of which are independent.

There are no arrangements or understandings between Ms. Benson and any other persons pursuant to which she was selected as a director of the Company. Ms. Benson has not been a party to any transactions that would be required to be reported under Item 404(a) of Regulation S‑K in this Current Report on Form 8-K. Effective as of the effective date of her appointment to the Board, Ms. Benson will receive compensation consistent with the Company’s compensation program for non-employee directors.

A copy of the Company’s press release announcing the election of Ms. Benson to the Board is attached to this Current Report on Form

8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


99.1						Press release announcing the election of Ms. Benson to the Board dated January 18, 2024.

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: January 18, 2024			DELEK US HOLDINGS, INC.

			/s/ Reuven Spiegel
			Name: Reuven Spiegel
			Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Delek US Holdings Board Appoints New Director

BRENTWOOD, Tenn., January 18, 2024 -- Delek US Holdings, Inc. (the “Company” or “Delek US”) announced that its Board of Directors has appointed Christine Benson Schwartzstein to serve as an independent director effective immediately. Ms. Benson will stand for election at the Company’s 2024 annual meeting of stockholders, on May 2, 2024. Following the appointment, the board of Delek US will comprise of 10 directors, 8 of which are independent.

“The board is pleased to welcome Ms. Benson. Her experience in risk management, capital markets, and green energies will provide us with instrumental insights,” said Uzi Yemin, Executive Chairman of Delek US.

“We are excited to have Ms. Benson join our board. Given her understanding of Delek and our assets, we look forward to Ms. Benson’s insight as we execute on our strategic initiative to create value for shareholders,” added Avigal Soreq, President and CEO of Delek US.

Ms. Benson has nearly 20 years of experience in natural resources risk management, capital markets, and investing. She is currently a director of Apollo Infrastructure Company LLC, as well as Talen Energy Corporation. She previously served as a member of the Senior Advisory Board of Orion Infrastructure Capital, until 2023 after serving as a Managing Director and Investment Principal from 2021 to 2022. Before joining Orion Infrastructure Capital, Ms. Benson spent 17 years in various roles at Goldman Sachs & Co. Ms. Benson received an A.B. in Earth and Planetary Sciences, magna cum laude, from Harvard University in 2004.

About Delek US Holdings, Inc.

Delek US Holdings, Inc. is a diversified downstream energy company with assets in petroleum refining, logistics, pipelines, renewable fuels and convenience store retailing. The refining assets consist primarily 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. Pipeline assets include an ownership interest in the 650-mile Wink to Webster long-haul crude oil pipeline. The convenience store retail segment operates approximately 250 convenience stores in West Texas and New Mexico.

The logistics operations include Delek Logistics Partners, LP (NYSE: DKL). Delek Logistics Partners, LP is a growth-oriented master limited partnership focused on owning and operating midstream energy infrastructure assets. Delek US Holdings, Inc. and its subsidiaries owned approximately 78.7% (including the general partner interest) of Delek Logistics Partners, LP at September 30, 2023.

Investor/Media Relations Contact:

Rosy Zuklic, Vice President of Investor Relations and Market Intelligence

investor.relations@delekus.com; rosy.zuklic@delekus.com; 615-767-4344

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).

Cover Page Document	Jan. 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 16, 2024
Entity Registrant Name	DELEK US HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38142
Entity Tax Identification Number	35-2581557
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Brentwood
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37027
City Area Code	615
Local Phone Number	771-6701
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	DK
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001694426
Amendment Flag	false
Entity Address, Address Line One	310 Seven Springs Way