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Delek US Holdings Inc

For the period ended May 2, 2024. Filed Mar 22, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 2, 2024 · Filed Mar 22, 2024

DK$63.95+2.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.

)

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to § 240.14a-12

Delek US Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act rules 14a6(i)(1) and 0-11

NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

Notice is hereby given that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Delek US Holdings, Inc. (the “Company,” “Delek,” “we,” “us,” or “our”) will be held on May 2, 2024 at 11:30 a.m., Central Time, for the following purposes:

Items of Business:

(1)To elect ten directors of the Company to serve until the 2025 Annual Meeting of Stockholders or until their respective successors are appointed, elected and qualified;
(2)To adopt the advisory resolution approving the Company’s executive compensation program for our named executive officers as described in the Proxy Statement;
(3)To adopt the proposed amendment to the Second Amended and Restated Certificate of Incorporation to incorporate new Delaware law provisions regarding officer exculpation;
(4)To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year; and
(5)To transact any other business properly brought before the Annual Meeting.

We will once again conduct our Annual Meeting virtually. You may attend the meeting, submit questions, and vote your shares by visiting

www.virtualshareholdermeeting.com/DK2024 as described in the accompanying Proxy Statement.

Additional information concerning the matters to be voted upon at the Annual Meeting is set forth in the Company’s proxy materials, including the 2023 Annual Report, Proxy Statement, and proxy card or voting instruction form. If you have any questions or need assistance, please contact our Investor Relations department at (615)767-4344.

Who Can Vote:

Only stockholders of record at the close of business on March 8, 2024 are entitled to receive notice of and vote at the Annual Meeting and at any postponement(s) or adjournment(s) thereof. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting for ten (10) days prior to the Annual Meeting at our corporate headquarters.

If you were a stockholder at the close of business on March 8, 2024, it is important that you vote your shares as soon as possible using one of the methods set forth on the proxy card or voting instruction form or by signing and returning your proxy card.

Your vote is important and you are encouraged to vote your shares as soon as possible, even if you plan to participate in and vote at the Annual Meeting.

By Order of the Board of Directors, Denise McWatters Executive Vice President, General Counsel and Corporate Secretary Delek US Holdings, Inc. March 22, 2024

ADDITIONAL INFORMATION

The proxy materials for the Annual Meeting are expected to be mailed on or about March 22, 2024, to all stockholders of record as of the record date of March 8, 2024. The proxy materials include the Notice of the 2024 Annual Meeting of Stockholders, this Proxy Statement, a proxy card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Annual Report”). Copies of these documents are also available on the Investor Relations page of our website atwww.delekus.com. You may also obtain these materials at the SEC website atwww.sec.gov. For additional questions, assistance in submitting proxies or voting shares, or to request additional copies of the Proxy Statement or the enclosed proxy card, please contact our Investor Relations department at (615)767-4344.

The Company’s 2023 Annual Report is not proxy soliciting material. Except to the extent specifically referenced herein, information contained or referenced on our website is not incorporated by reference into, and does not form a part of, this Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2024

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company’s proxy materials are available over the Internet atir.delekus.com/sec-filings.

This Notice of the 2024 Annual Meeting of Stockholders, the accompanying Proxy Statement, the Company’s 2023 Annual Report, and form of proxy card, and any amendments thereto, are available free of charge athttps://ir.delekus.com/proxy-materials.

Stockholders may obtain a paper or email copy of these materials at no charge athttps://ir.delekus.com/proxy-materialsor by writing to the Corporate Secretary at the Company’s corporate headquarters located at 310 Seven Springs Way, Suite 500, Brentwood, Tennessee 37027. Upon payment of a reasonable fee, stockholders may also obtain a copy of the exhibits to our 2023 Annual Report.

For information on how to attend, vote and participate at the Annual Meeting, any control/identification numbers needed and instructions on how to access or request a proxy card, please contact our Investor Relations department at (615)767-4344 requesting such information.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” EACH OF THE PROPOSALS IN THE PROXY STATEMENT, USING THE ENCLOSED PROXY CARD.

Additionally, if you have any questions or require assistance in authorizing a proxy or voting your shares of our Common Stock or in obtaining any of the above materials, please contact our Investor Relations department at (615)767-4344. We are not aware of any other business, or any other nominees for election as directors, that may properly be brought before the Annual Meeting.

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