Delek US (DK) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on April 29, 2025, with voting eligibility for shareholders of record as of March 10, 2025.

• Key proposals include electing ten directors, an advisory vote on executive compensation, amending the 2016 Long-Term Incentive Plan, and ratifying Ernst & Young LLP as the 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 electing ten directors, approving executive compensation, amending the 2016 Long-Term Incentive Plan to add 1.9 million shares, and ratifying Ernst & Young LLP as auditor for 2025.

• Majority voting applies in uncontested director elections; abstentions and broker non-votes have specific effects depending on the proposal.

• Shareholders can submit proposals for the 2026 meeting between December 30, 2025, and January 29, 2026.

Board of directors and corporate governance

• The Board consists of ten directors, eight of whom are independent, with a mix of tenures and ages.

• The Chairman is a non-executive, with a Lead Independent Director role to ensure independent oversight.

• Five standing committees: Audit, Human Capital and Compensation, Nominating and Corporate Governance, Environmental, Health and Safety, and Technology.

• Board and committee self-assessments and refreshment practices are in place, with five new directors added since 2020.

• Stockholder engagement and ESG oversight are formalized, with committee responsibilities for ESG matters.