ALON USA ENERGY, INC. (NYSE:ALJ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers.
Directors (the Board) of Alon USA Energy, Inc. (the Company)
effective immediately. Mr. Smiths decision to resign was not the
result of any disagreement with the Company on any matter
relating to the Companys operations, policies or practices.
Companys stockholders (the Special Meeting) to consider and vote
on proposals to: (i) adopt the Agreement and Plan of Merger,
dated as of January 2, 2017 (the Merger Agreement), among the
Company, Delek US Holdings, Inc., a Delaware corporation (Delek),
Delek Holdco, Inc., a Delaware corporation and wholly owned
subsidiary of Delek (HoldCo), Dione Mergeco, Inc., a Delaware
corporation and wholly owned subsidiary of HoldCo and Astro
Mergeco, Inc., a Delaware corporation and wholly owned subsidiary
of HoldCo, as amended by the First Amendment, dated as of
February 27, 2017, and the Second Amendment, dated as of April
21, 2017; (ii) approve by a non-binding advisory vote, certain
compensation that may be paid or become payable to the Companys
named executive officers that is based on or otherwise relates to
the merger contemplated by the Merger Agreement; and (iii)
approve the adjournment of the Special Meeting to a later date or
dates, if necessary or appropriate in the judgment of the Board,
to solicit additional proxies in the event there are not
sufficient votes at the time of the Special Meeting to approve
the first proposal listed above. The proposals are described in
detail in the joint proxy statement/prospectus filed with the
Securities and Exchange Commission by the Company on May 30,
2017.
the Special Meeting, there were 71,887,309 shares of the Companys
common stock outstanding and entitled to vote at the Special
Meeting. At the Special Meeting, holders of 64,360,717 shares of
the Companys common stock were present or represented by proxy,
constituting a quorum. A summary of the voting results for the
proposals is set forth below:
following vote:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
63,888,080
|
177,199
|
295,438
|
certain compensation that may be paid or become payable to the
Companys named executive officers that is based on or otherwise
relates to the merger contemplated by the Merger Agreement, was
approved by the following vote:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
61,805,720
|
2,253,408
|
301,589
|
to a later date or dates, if necessary or appropriate in the
judgment of the Board, to solicit additional proxies in the event
there were not sufficient votes at the time of the Special
Meeting to approve the first proposal listed above, was approved
by the following vote:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
62,007,829
|
2,055,799
|
297,089
|
the results of the Special Meeting. A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
|
Exhibit Number
|
Description
|
|
|
99.1
|
Press Release dated June 28, 2017.
|
Alon USA Energy, Inc. ExhibitEX-99.1 2 alj2017specialmeetingpress.htm PRESS RELEASE Exhibit June 28,…To view the full exhibit click here About ALON USA ENERGY, INC. (NYSE:ALJ)
Alon USA Energy, Inc. is an independent refiner and marketer of petroleum products, operating primarily in the South Central, Southwestern and Western regions of the United States. The Company operates through three segments: refining and marketing, asphalt and retail. Its refineries produce petroleum products, including various grades of gasoline, diesel fuel, jet fuel, petrochemicals, petrochemical feedstocks, asphalt and other petroleum-based products. The Company holds interests in Alon USA Partners, LP, which owns a crude oil refinery in Big Spring, Texas. The Company’s refining and marketing segment includes sour crude oil refinery located in Big Spring, Texas, a light sweet crude oil refinery located in Krotz Springs, Louisiana and heavy crude oil refineries located in Paramount, Bakersfield and Long Beach, California (California refineries). It owns or operates approximately 10 asphalt terminals. It operates approximately 310 owned and leased convenience store sites.
