SEC Info - Delek US Holdings, Inc. - ‘8-K’ for 11/29/19

i false i 0001694426 0001694426 2019-11-29 2019-11-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

i November 29, 2019

Date of Report (Date of earliest event reported)

i DELEK US HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



i Delaware	i 001-38142		i 35-2581557
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)


i 7102 Commerce Way	i Brentwood	i Tennessee	i 37027
(Address of Principal Executive)			(Zip Code)

( i 615) i 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 (see General Instruction A.2 below):

i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

i ☐ 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:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
i Common Stock, $0.01 par value	i DK	i 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 i ☐

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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 29, 2019, the members of the Board of Directors (the "Board") of Delek US Holdings, Inc. (the "Company"), acting on the recommendations of the Nominating and Corporate Governance Committee of the Board, voted to elect, effective as of January 1, 2020, Richard Marcogliese to fill the vacancy on the Board resulting from the resignation of Carlos Jorda in August 2019. Mr. Marcogliese will hold office until the Company's 2020 annual meeting of stockholders and until his successor is duly elected and qualified, or earlier termination of his service. The Board has not yet appointed Mr. Marcogliese to any Board committee.

There are no arrangements or understandings between Mr. Marcogliese and any other persons pursuant to which he was selected as a director of the Company. Mr. Marcogliese 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 his appointment to the Board, Mr. Marcogliese will receive compensation consistent with the Company’s compensation program for non-employee directors. He was not granted an equity award at the time of his election.

A copy of the Company’s press release announcing the election of Mr. Marcogliese 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.


(a)	Financial statements of businesses acquired.

Not applicable.


(b)	Pro forma financial information.

Not applicable.


(c)	Shell company transactions.

Not applicable.


(d)	Exhibits.



99.1		Press release announcing the election of Mr. Marcogliese to the Board dated December 4, 2019.
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.



Dated: December 4, 2019	DELEK US HOLDINGS, INC.

	/s/ *Assaf Ginzburg*
	Name: Assaf Ginzburg
	Title: Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

This ‘8-K’ Filing	Date	Other Filings

	1/1/20	3
Filed as of:	12/5/19
Filed on:	12/4/19
For Period end:	11/29/19
		List all Filings

Delek US Holdings, Inc. – ‘8-K’ for 11/29/19

On: Wednesday, 12/4/19, at 5:31pm ET · As of: 12/5/19 · For: 11/29/19 · Accession #: 1694426-19-155 · File #: 1-38142

Previous ‘8-K’: ‘8-K’ on / for 11/22/19 · Next: ‘8-K’ on 1/6/20 for 1/3/20 · Latest: ‘8-K’ on / for 5/2/24

Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘8-K’ — Dk 8-K Board of Directors Appointment of Richard Marcogliese

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Delek US Holdings, Inc. – ‘8-K’ for 11/29/19

On: Wednesday, 12/4/19, at 5:31pm ET · As of: 12/5/19 · For: 11/29/19 · Accession #: 1694426-19-155 · File #: 1-38142

Previous ‘8-K’: ‘8-K’ on / for 11/22/19 · Next: ‘8-K’ on 1/6/20 for 1/3/20 · Latest: ‘8-K’ on / for 5/2/24

Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘8-K’ — Dk 8-K Board of Directors Appointment of Richard Marcogliese

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents