DELEK US HOLDINGS, INC. (NYSE:DK) 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
Arrangements of Certain Officers.
terminated the employment of Mark D. Smith, an Executive Vice
President and named executive officer of the Company. In
connection with such termination, on June 27, 2017, the Company
entered into a Separation Agreement with Mr. Smith which provides
for payment of the severance benefits to which Mr. Smith is
entitled to his employment agreement with the Company, sets forth
Mr. Smiths general release of claims against the Company and its
affiliates and provides for Mr. Smiths resignation of officer and
director positions with entities affiliated with the Company.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Companys stockholders (the Special Meeting) to consider and vote
on proposals to: (i) approve the issuance of shares of Delek
Holdco, Inc. common stock, par value $0.01 per share, to the
stockholders of Alon USA Energy, Inc. (other than the Company and
any subsidiary of the Company), as consideration in connection
with the merger by and between Alon USA Energy, Inc. and Astro
Mergeco, Inc. contemplated by that certain Agreement and Plan of
Merger dated as of January 2, 2017, by and among the Company,
Alon USA Energy, Inc., Delek Holdco, Inc., Dione Mergeco, Inc.,
and Astro Mergeco, Inc., as amended; and (ii) adjourn the Special
Meeting, if necessary or appropriate, to solicit additional
proxies if there are not sufficient votes at the time of the
special meeting to approve the proposal described in clause (i)
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 62,032,476 shares of the Companys
common stock outstanding and entitled to vote at the Special
Meeting. At the Special Meeting, holders of 49,133,209 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:
Holdco, Inc. common stock to the stockholders of Alon USA Energy,
Inc. (other than the Company and any subsidiary of the Company)
as merger consideration was approved by the following vote:
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For
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Against
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Abstain
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Broker Non-Votes
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48,827,068
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284,383
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21,758
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Meeting, if necessary or appropriate, to solicit additional
proxies if there are not sufficient votes at the time of the
Special Meeting to approve the proposal listed above, was
approved by the following vote:
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For
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Against
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Abstain
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Broker Non-Votes
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45,294,952
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3,627,472
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210,785
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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.
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(a)
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Financial statements of businesses acquired.
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(b)
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Pro forma financial information.
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(c)
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Shell company transactions.
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(d)
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Exhibits.
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Delek US Holdings, Inc. ExhibitEX-99.1 2 dk-ex991xshareholderapprov.htm PRESS RELEASE-ALJ TRANSACTION APPROVAL Exhibit Stockholders of Delek US Holdings and Alon USA Energy Approve Delek US Holdings Acquisition of Alon USABRENTWOOD,…To view the full exhibit click here About DELEK US HOLDINGS, INC. (NYSE:DK)
Delek US Holdings, Inc. is an integrated energy business focused on petroleum refining, the transportation, storage and wholesale of crude oil, intermediate and refined products and convenience store retailing. The Company operates through three segments: Refining, Logistics and Retail. Its Refining Segment operates independent refineries in Tyler, Texas, and El Dorado, Arkansas with a combined design crude distillation capacity of approximately 155,000 barrels per day (bpd). The Logistics Segment gathers, transports and stores crude oil and markets, distributes, transports and stores refined products in select regions of the southeastern United States and west Texas for both its refining segment and third parties. Its Retail Segment markets gasoline, diesel, other refined petroleum products and convenience merchandise through a network of over 360 Company-operated retail fuel and convenience stores located in Alabama, Arkansas, Georgia, Kentucky, Mississippi, Tennessee and Virginia.
