Delek Us Holdings, Inc. · NYSE:DK
Delek Us — Proxy Contest (April 2021)
15 slides from Delek Us's proxy contest presentation, Apr 9, 2021
Slide 1: Support CVR Energy's Efforts! Delek US Holdings: Time for Mr. 5% to Come Clean
SUPPORT CVR ENERGY’S EFFORTS! DELEK US HOLDINGS: TIME FOR MR. 5% TO COME CLEAN April 2021
Slide 2: Additional Information and Where to Find It; Participants
ADDITIONAL INFORMATION AND WHERE TO FIND IT; PARTICIPANTS CVR ENERGY, INC. AND AFFILIATES HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND MAILED TO THE STOCKHOLDERS OF DELEK US HOLDINGS, INC., A DEFINITIVE PROXY STATEMENT AND A GOLD PROXY CARD IN CONNECTION WITH THEIR SOLICITATION OF PRO
Slide 3: About CVR Energy, Inc.
About CVR Energy, Inc. Diversified holding company primarily engaged in the petroleum refining and marketing business through its interest in CVR Refining and nitrogen fertilizer manufacturing business through its interest in CVR Partners, LP Listed on the NYSE Headquartered in Sugar Land, Texas led
Slide 4: Proxy Contest Timeline
Proxy Contest Timeline February to March 2020 – CVR purchases 10,911,880 Delek shares (including shares underlying a forward contract) March 19, 2020 – CVR calls Uzi Yemin (“Yemin”) indicating its willingness to talk, then files Schedule 13D March 20, 2020 – Delek adopts a “poison pill” January 14,
Slide 5: Proxy Contest Timeline – Continued
Proxy Contest Timeline – Continued March 24, 2021 – CVR calls Uzi Yemin, sends letter outlining offer to avoid proxy contest: Replace two Delek nominees with any two Independent CVR Nominees selected by Delek, both of which would remain independent of CVR and its affiliates; Retain financial advisor
Slide 6: Proxy Contest Timeline – Continued
Proxy Contest Timeline – Continued March 29, 2021 – CVR calls Mr. Yemin to reject the counteroffer, but offers additional discussions to promote a settlement to benefit all of Delek’s stockholders March 30, 2021 – CVR and certain of its affiliates hold call with Delek regarding potential settlement
Slide 7: No More Hiding for Uzi "Mr. 5%" Yemin — Demand Answers!
No More Hiding for Uzi “Mr. 5%” Yemin — Demand Answers! Delek’s entrenched, incumbent Board has approved excessive executive compensation for Delek’s CEO, Uzi “Mr. 5%” Yemin, for years From 2013 to 2020, Delek paid Mr. 5% approximately $54 million as reported in the proxy statements filed by Delek a
Slide 8: Delek's Board Has Wasted Resources
Delek’s Board Has Wasted Resources Continuing Delek’s investment of significant capital into assets – such as the Krotz Springs and El Dorado refineries – which are unlikely to generate cash flow over a turnaround cycle, even under normal market conditions Wasting resources – both cash and managemen
Slide 9: Delek's Board Has Made Questionable Operating Decisions
Delek’s Board Has Made Questionable Operating Decisions Refusing to Even Consider a Sale of Delek’s Retail Business (ex. Wholesale) at Current High Prices û Demonstrates Board’s unwillingness to address market trends and react accordingly Focusing on Non-Core Activities that Add No Value to Delek’s
Slide 10: Delek Has Been Misleading Stockholders About CVR's Intentions
Delek Has Been Misleading Stockholders About CVR’s Intentions Even after CVR indicated it did not want to pursue an acquisition of Delek, Mr. 5% continued to rely on his assumption that a deal would occur to: û Confuse Delek’s stockholders on CVR’s true intentions Pursue Mr. 5%’s own personal agenda
Slide 11: Incumbent Directors are Entrenched and Beholden to Mr. Yemin
Incumbent Directors are Entrenched and Beholden to Mr. Yemin Messrs. Finnerty, Wiessman and Zohar are entrenched These individuals have served on the Delek’s Board for 7, 4 and 11 years, respectively Mr. Wiessman has a prior relationship with Mr. Yemin from working together at Alon USA Energy, Inc.
Slide 12: Support Change – Vote "FOR" the Independent CVR Nominees
Support Change – Vote “FOR” the Independent CVR Nominees The Independent CVR Nominees – Randall D. Balhorn, George J. Damiris and Robert Edward Kent, Jr. – have the leadership and industry and operational experience needed to refocus Delek’s management Independent from Delek’s current management and
Slide 13: Randall D. Balhorn – Independent CVR Nominee
Randall D. Balhorn – Independent CVR Nominee Currently serves as Vice President of Business Development at US Development Group, LLC Experience as an executive officer of entities involved in manufacturing, refining and distribution of petroleum, chemicals and energy Over 20 years of prior executive
Slide 14: George J. Damiris – Independent CVR Nominee
George J. Damiris – Independent CVR Nominee Previously served as the CEO, President and Board member of HollyFrontier Corporation and of Holly Energy Partners, L.P. Extensive management and operational experience gained from his time as a senior executive Over 18 years prior experience at Koch Indus
Slide 15: Robert Edward Kent, Jr. – Independent CVR Nominee
Robert Edward Kent, Jr. – Independent CVR Nominee Currently operates his own consulting practice as President of REK Energy, LLC, which provides consulting services to refining, renewable diesel and petrochemical companies Over 40 years of experience in the petroleum refining industry Prior leadersh