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)
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| Delaware | 001-38142 | 35-2581557 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | DK | | 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.
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| 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.
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| Dated: January 18, 2024 | DELEK US HOLDINGS, INC. |
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| /s/ Reuven Spiegel |
| Name: Reuven Spiegel |
| Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
