Even if you currently plan to virtually attend the
Annual Meeting, we recommend that you submit your proxy by one of
the methods described above so that your shares will be represented
and your vote will be counted if you later decide not to virtually
attend and vote online at the Annual Meeting. If you hold your
shares in street name, you may virtually attend and vote your
shares online at the Annual Meeting only if you have obtained a
legal proxy from your brokerage firm, bank, trustee or other
nominee giving you the right to vote the shares at the Annual
How do I vote my shares if
they are held in street name?
If your shares are registered directly in your name
with our transfer agent, American Stock Transfer & Trust
Company (“AmStock”), you are a “stockholder of record” (or
“registered stockholder”) of those shares, and these proxy
materials have been provided directly to you by the Company. If
your shares are held in the name of a brokerage, bank, trust or
other nominee as a custodian, you are a “beneficial owner” of
shares held in “street name.” If your shares are held in street
name, these proxy materials are being forwarded to you by your
brokerage, bank, trust or other nominee as custodian (the “record
holder”), along with voting instructions. As the beneficial owner,
you have the right to direct your record holder how to vote your
shares by using the voting instructions card, and the record holder
is required to vote your shares in accordance with your
How will voting on any
other business be conducted?
Although we do not know of any business to be
considered at the Annual Meeting other than the proposals described
in this Proxy Statement, if any other business is presented at the
Annual Meeting, your signed proxy card gives authority to each of
Ezra Uzi Yemin, our Board Chair, President, and Chief Executive
Officer, and Reuven Spiegel, our Executive Vice President and Chief
Financial Officer, to vote your shares on such matters at their
Can I revoke or change my
Yes. You may revoke or change your proxy, including
a proxy submitted via internet or telephone as described in this
Proxy Statement by: (a) notifying our Corporate Secretary in
writing on or before May 2, 2022; (b) submitting a later-dated
but still timely proxy card by mail on or before May 2, 2022;
or (c) virtually attending and voting online at the Annual
Meeting. If you are a beneficial owner with your shares held in
street name, you must follow the instructions of your broker, bank,
trust or other nominee who is the registered stockholder of your
shares to revoke a proxy. The latest-dated, timely, properly
completed voting instructions that you submit will count as your
vote. If a vote has been recorded for your shares and you submit a
proxy card that is not properly signed and dated, the previously
recorded vote will stand.
What if I submit my proxy
but I do not specify how I want my shares voted?
If you submit a proxy but do not specify how you
want your shares to be voted, the proxy holder will vote your
shares FOR each of the five proposals described in this
Proxy Statement. If other matters requiring the vote of
stockholders properly come before the Annual Meeting, it is the
intention of the persons named on the proxy card to vote proxies
held by them in accordance with their best judgment.
What does it mean if I get
more than one proxy card?
If your shares are registered in more than one name
or in more than one account, you will receive more than one card.
Please complete and return all of the proxy cards you receive to
ensure that ALL of your shares are voted.
Who is soliciting my
Your vote is being solicited by our Board. Certain
of our officers, directors and employees, none of whom will receive
additional compensation therefor, may solicit proxies by telephone
or other personal communication. The Company may also engage a
third party proxy solicitor. We will bear the cost of the
solicitation of the proxies, including postage, printing and
handling, and will reimburse the reasonable expenses of brokerage
firms and others for forwarding material to beneficial owners of
shares of Common Stock.
Who will count the
Corporate Election Services, Inc. (“CES”) will
serve as master tabulator and a representative of CES will act as
the inspector of the elections.
What is a
A “quorum” is the presence of the holders of a
majority of the outstanding shares entitled to vote either
virtually attending or represented by proxy at the meeting. There
must be a quorum for the Annual Meeting to be lawfully conducted.
Proxies received but marked as abstentions, withheld votes and
broker non-votes will be
included in the calculation of the number of shares considered to
be present at the meeting.
DELEK US HOLDINGS,
STATEMENT | 5