Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On June 27, 2017, Mark D. Smith resigned from the Board of Directors (the “Board”) of Alon USA Energy, Inc. (the “Company”) effective immediately. Mr. Smith’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 28, 2017, the Company held a special meeting of the Company’s stockholders (the “Special Meeting”) to consider and vote on proposals to: (i) adopt the Agreement and Plan of Merger, dated as of January 2, 2017 (the “Merger Agreement”), among the Company, Delek US Holdings, Inc., a Delaware corporation (“Delek”), Delek Holdco, Inc., a Delaware corporation and wholly owned subsidiary of Delek (“HoldCo”), Dione Mergeco, Inc., a Delaware corporation and wholly owned subsidiary of HoldCo and Astro Mergeco, Inc., a Delaware corporation and wholly owned subsidiary of HoldCo, as amended by the First Amendment, dated as of February 27, 2017, and the Second Amendment, dated as of April 21, 2017; (ii) approve by a non-binding advisory vote, certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger contemplated by the Merger Agreement; and (iii) approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate in the judgment of the Board, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the first proposal listed above. The proposals are described in detail in the joint proxy statement/prospectus filed with the Securities and Exchange Commission by the Company on May 30, 2017.
As of the close of business on May 26, 2017, the record date for the Special Meeting, there were 71,887,309 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, holders of 64,360,717 shares of the Company’s common stock were present or represented by proxy, constituting a quorum. A summary of the voting results for the proposals is set forth below:
1. The proposal to adopt the Merger Agreement was approved by the following vote:
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For
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Against
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Abstain
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Broker Non-Votes
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63,888,080
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177,199
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295,438
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0
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2. The proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger contemplated by the Merger Agreement, was approved by the following vote:
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For
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Against
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Abstain
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Broker Non-Votes
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61,805,720
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2,253,408
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301,589
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0
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3. The proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate in the judgment of the Board, to solicit additional proxies in the event there were not sufficient votes at the time of the Special Meeting to approve the first proposal listed above, was approved by the following vote:
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For
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Against
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Abstain
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Broker Non-Votes
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62,007,829
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2,055,799
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297,089
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0
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No other business properly came before the Special Meeting.