Delek US (DK) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 20, 2026, with voting eligibility for shareholders of record as of February 27, 2026.

• Key proposals include electing ten directors, an advisory vote on executive compensation, approval of the 2026 Long-Term Incentive Plan, and ratification of Ernst & Young LLP as independent auditor.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote on four main proposals: election of directors, advisory say-on-pay, approval of the 2026 Long-Term Incentive Plan, and auditor ratification.

• Majority voting applies in uncontested director elections; abstentions count as votes against for non-director proposals.

• Shareholders can submit proposals for the 2027 meeting between December 21, 2026, and January 20, 2027.

Board of directors and corporate governance

• The Board consists of ten directors, eight of whom are independent; five standing committees oversee governance, audit, compensation, ESG, and technology.

• The Chairman is not independent; a Lead Independent Director is appointed annually to coordinate independent director activities.

• Board refreshment is ongoing, with 50% new directors since 2020 and no term limits or mandatory retirement age.

• The Board and committees conduct annual self-assessments and review governance guidelines regularly.