Delek US Holdings, Inc. (DK) Earnings Call Transcript & Summary

Good afternoon and welcome to the Delek US Holdings, Inc. 2020 Annual Meeting of Stockholders. I'd now like to turn the conference over to Blake Fernandez, Senior Vice President, Investor Relations and Market Intelligence.

Good afternoon, and welcome to the 2020 Annual Meeting of Stockholders of Delek US Holdings. Will the meeting please come to order? I'm Blake Fernandez, Senior Vice President, Investor Relations and Market Intelligence. I will be serving as Chair of the meeting. And Abby Yates, our General Counsel and Corporate Secretary, will be serving as Secretary of the meeting. On behalf of the directors and executive officers of the company, I would like to thank you for your attendance, your interest and most importantly your support of Delek. For the first time this year, we're holding our annual meeting virtually. We are conducting this meeting in accordance with our bylaws and rules of conduct and procedures for this meeting. Stockholders may submit questions at any time during the meeting in the space provided on the virtual meeting screen. During the meeting, we will only respond to questions regarding the items that are on the agenda at the meeting. General questions will be addressed at the end of the meeting. The rules of conduct and procedures, annual report, proxy statement and agenda are available on the virtual meeting website. Today's virtual meeting will proceed in a similar fashion to our in-person annual meetings. In the unlikely event of a technical malfunction or disruption that interferes with our ability to continue the meeting, the meeting will be adjourned, recessed and expedited. If the webcast has a technology disruption, the polls will open immediately and will close 2 minutes thereafter. All votes received prior to the time the polls closed will be counted. If that happens, the meeting will not be reconvened, and the results will be announced publicly by a press release from the company. As a reminder, stockholders attending the virtual meeting can vote their shares online through the closing of the polls by logging into the meeting website as a stockholder and clicking the link provided on their screen. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed and no further action is required. I will now introduce certain attendees at this year's meeting. We would like to start by introducing our Chairman, Mr. Yemin, and the other directors of Delek who are in attendance today. All present are members of management as well as representatives of our independent registered public accounting firm, Ernst & Young. Although Ernst & Young has indicated that it does not wish to make a statement, they will be available to respond to appropriate questions during the general question-and-answer period at the end of the meeting. Will Abby Yates please report as Secretary of the meeting?

I have with me a list of the registered holders of our common stock as of the record date, a copy of which has been on file and available at Delek for inspection by any stockholder for the past 10 days and is available for inspection by stockholders. I also have an affidavit of mailing confirming that the Notice of Meeting, proxy statement, proxy card and 2019 annual reports were previously made available in a timely manner to our stockholders. These documents will be included in the minutes of this meeting. A representative of our tabulator, Broadridge Financial Solutions, Inc., is present to serve as the inspector of the election. His oath of office has been filed for inclusion in the minutes of this meeting. The record date for this meeting was March 11, 2020. 75,514,393 shares of our common stock are entitled to vote at this meeting. And more than 50% of those shares are present either in person or represented by proxy. As a result, I hereby declare a quorum is present and we may proceed with the meeting.

Thank you, Ms. Yates. On the basis of the report of the Secretary, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened, and we will now proceed with the business of the meeting. As I indicated previously, the polls are open for voting on all matters to be presented. After voting has been completed on all matters on the agenda, we will close the polls, and the inspector of election will provide his preliminary report. As more fully described in the company's proxy statement, 4 proposals are to be considered and acted upon at this meeting. The first proposal to come before the meeting is the election of the 7 directors to serve as members of the Board of Directors until the company's 2021 Annual Meeting of Stockholders and until their respective successors are elected and have been qualified. The 7 incumbent directors named in the proxy statement are the nominees for election as members of the Board of Directors. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. The Board recommends a vote for each of the director nominees. Are there any questions or comments on the first proposal? Now we'll move on to the second proposal. Proposal 2 is an advisory vote on the company's executive compensation program for our named executive officers as described in the proxy statement. The Board recommends a vote for Proposal 2. Are there any questions or comments on Proposal 2? Now we'll be moving on to Proposal 3. Proposal 3 is the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the 2020 fiscal year. Although not required by law, the Board has determined to request stockholder approval of our selection of an independent registered public accounting firm and recommends a vote for Proposal 3. Are there any questions or comments on Proposal 3? Now we'll move on to the final proposal. The final matter to come before the meeting is a resolution for approval of an amendment to the company's 2016 long-term incentive plan to increase the shares reserved of the 2016 plan by 2,120,000 shares of common stock. Our Compensation Committee and Board have authorized this amendment to the 2016 plan subject to the approval by our stockholders at this annual meeting. If the Proposal 4 is approved by our stockholders, the amendment to the 2016 plan will be effective as of the date of this annual meeting. In the event that our stockholders do not approve this Proposal 4, the amendment to the 2016 plan will not become effective, and the existing 2016 plan will continue in its current form. Are there any questions or comments on Proposal 4? There are no additional questions from stockholders on proposals. That concludes the items of business that you've been asked to vote on as outlined in the Notice of Annual Meeting.

The polls are about to close. So if you have not yet voted, please do so. [Voting]

Since everyone has had the opportunity to vote, the polls are closed. The inspector of election has delivered his preliminary report, and I will now announce the preliminary results. Each proposal and each director nominee received the affirmative vote of a majority of the total shares represented by proxy or in person at this meeting. As a result, each nominee has been elected to serve as a member of the Board until the company's 2021 Annual Meeting of Stockholders or until their respective successors are elected and qualified. Our stockholders have voted in favor of the company's executive compensation program for named executive officers as described in the proxy statement and ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the 2020 fiscal year. Finally, our stockholders have approved the amendment to the 2016 long-term incentive plan. All votes are subject to final counts certified by the inspector of elections. We will report the final vote results in a filing with the SEC.

Thank you. That concludes the business for the meeting. I direct that the results of the election be included in the minutes of this meeting. There being no other business to be conducted at this meeting, the meeting is now adjourned. I will now respond to any remaining questions regarding the company and its business. Before I do, I will go through the safe harbor statement. The following discussion may contain forward-looking statements, and Delek's actual results may differ materially from those expectations discussed here. Additional information concerning factors that could cause such a difference can be found in our recent reports on Forms 10-K and 10-Q, our future filings with the SEC and the cautionary statements regarding forward-looking statements in our recent earnings press release. We will not comment on Carl Icahn or CVR Energy at this time. Just a reminder on the process, you may submit questions for the Q&A session through the annual meeting website. We will accept to answer any -- as many questions as time allows, and only appropriate questions will be addressed. We have no further questions from our stockholders. So that concludes the question-and-answer portion of the meeting. So with that, I will conclude the question-and-answer portion of the meeting. Ladies and gentlemen, thank you for attending today's meeting.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your lines at this time, and have a great day.