Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

The descriptions of the amendments to the certificate of incorporation and bylaws under Item 5.07 below are incorporated by reference in this Item 5.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 3, 2022, Delek US Holdings, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders. A quorum was present at the meeting. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.



                                   Proposal 1
                          Election of Eight Directors

Voting results for the election of directors were as follows:



    Delek Nominees          For        Against    % For     Abstain    Broker Non-Votes
Ezra Uzi Yemin           55,666,706   2,071,702   96.41%   1,387,659      4,913,924
William J. Finnerty      55,889,203   1,863,945   96.77%   1,372,918      4,913,925
Richard J. Marcogliese   57,203,408    550,645    99.05%   1,372,013      4,913,925
Leonardo Moreno          56,798,256    954,151    98.35%   1,373,662      4,913,922
Gary M. Sullivan, Jr.    55,332,426   2,421,532   95.81%   1,372,110      4,913,923
Vicky Sutil              56,210,055   1,544,420   97.33%   1,371,591      4,913,925
Laurie Z. Tolson         56,210,382   1,543,987   97.33%   1,371,697      4,913,925
Shlomo Zohar             56,371,635   1,381,196   97.61%   1,373,234      4,913,926

Accordingly, all eight of Delek's nominees were elected to serve as directors of Delek until the 2023 Annual Meeting of Stockholders or until their respective successors are appointed, elected and qualified.



                                   Proposal 2
                 Advisory Resolution on Executive Compensation

Delek's executive compensation program for our named executive officers, as described in the Proxy Statement, was approved on an advisory, non-binding basis, by the following vote:

For Against Abstain % For Broker Non-Votes 55,151,555 2,578,458 1,396,055 93.28% 4,913,923

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                                   Proposal 3
                  Ratification of the Appointment of Auditors

Ratification of the appointment of Ernst & Young LLP as Delek's independent
registered public accounting firm for the 2022 fiscal year was approved by the
following vote:

   For        Against     Abstain    % For    Broker Non-Votes
61,283,983   1,389,086   1,366,922   95.70%          -


                                   Proposal 4

Approval of the Amendment to our 2016 Long-Term Incentive Plan

An amendment to our 2016 Long-Term Incentive Plan to increase the number of shares available for issuance thereunder was approved by the following vote:



   For        Against     Abstain    % For    Broker Non-Votes
56,427,277   1,302,106   1,396,684   95.44%      4,913,924


                                   Proposal 5
     Approval of the Amendment and Restatement to our Amended and Restated
                          Certificate of Incorporation

An amendment and restatement to our Amended and Restated Certificate of Incorporation adding certain provisions required by the Jones Act was approved by the following vote:

For Against Abstain % For Broker Non-Votes 57,659,655 97,027 1,369,388 97.52% 4,913,921

Second Amended and Restated Certificate of Incorporation

On May 5, 2022, Delek US Holdings, Inc. (the "Company") filed with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation (the "Restated Certificate") that, effective upon filing, added certain provisions required by the Jones Act to the Company's Amended and Restated Certificate of Incorporation. The added provisions include: (i) a restriction on shares of Non-U.S. Citizens of more than 24% of any class or series of capital stock of the Company; (ii) the Company's power to mark all stock certificates with the descriptor "U.S. Citizen" or "Non-U.S. Citizen" for purposes of implementing the restriction on shares, and its power to instruct its transfer agent to keep separate stock records for each descriptor for the same purposes; (iii) a restriction on transfers of any shares of any class or series of the capital stock of the Company to a Non-U.S. Citizen that would cause one or more Non-U.S. Citizen's beneficial ownership to increase above 24%; (iv) the Company's power to redeem shares from one or more Non-U.S. Citizen that exceed the 24% threshold; and (v) the Company's power to require the beneficial owners of shares of any class or series of the corporation's capital stock to confirm their citizenship status from time to time. A copy of the Restated Certificate, marked to show the text of the amendments, is filed as Exhibit 3.1 to this report and incorporated herein by reference.

Third Amended and Restated Bylaws

Effective upon the filing of the Restated Certificate on May 5, 2022, the Board of Directors of the Company also adopted the Third Amended and Restated Bylaws of the Company (the "Amended Bylaws") adding additional provisions intended to ensure compliance with the Jones Act. The added provisions include (i) the Company's power to instruct its transfer agent to maintain two separate stock records for each of (a) shares owned by U.S. Citizens and (b) shares owned by Non-U.S. Citizens; (ii) a requirement that certificates representing shares of each class or series of the capital stock of the Company be marked with the descriptor "U.S. Citizen" or "Non-U.S. Citizen"; and (iii) a restriction on beneficial ownership of Non-U.S. Citizens of more than 24% of any class or series of capital stock of the Company. A copy of the Amended Bylaws, marked to show the text of the amendments, is filed as Exhibit 3.2 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



3.1       Second Amended and Restated Certificate of Incorporation to Delek US
        Holdings, Inc., marked to show the text of the amendments.

3.2       Third Amended and Restated Bylaws of Delek US Holdings, Inc., marked to
        show the text of the amendments.

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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