Summary Observations Regarding CVR's Campaign
Summary Observations Regarding CVR's Campaign
Delek regularly evaluates all of the actions CVR is proposing
⚫ Del ek carefully reviewed each of CVR's business proposals
.
.
Delek determined that a number of the proposals CVR has made are actions that Delek has already been pursuing
Of the other proposals, we believe they would not maximize value for shareholders at this time
However, Delek will continue to evaluate these and other potential opportunities in the ordinary course
CVR's interests are not fully aligned with other Delek shareholders
CVR is a competitor of Delek
A number of CVR's proposals are self-serving and would benefit CVR's own business
Delek's Board carefully evaluated each of CVR's nominees and determined that adding
them to the Board would not be in the best interests of Delek shareholders
⚫ CVR's nominees do not bring any skills or experiences that are not already adequately represented on the Board
.
•
CVR's nominees also would not advance our stated goals with respect to diversity
CVR's nominees have relationships with each other and with CVR's CEO which call into question their independence from CVR
and the alignment of their interests with Delek's shareholders
We tried to pursue an outcome with CVR that did not involve a proxy fight - but were
unable to reach a resolution
We reached out to CVR in late February to try to avoid a proxy contest, but CVR wanted Delekto buy back a significant portion
of their Delek shares, something they failed to include in their public disclosure of the negotiations
Then, CVR and Icahn wanted us to pursue a rushed process for our retail business to fund a self tender offer, which appears to
be an attempt to dress up their request for a repurchase of their Delek shares
They insisted that any settlement include directors they selected-they were not interested in outcomes involving directors
who are truly independent of CVR and Icahn
They also insisted that they have the ability to run a proxy fight at next year's annual meeting, which they attempted to
muddle in their recent public disclosure
We would have preferred to a void a proxy fight, but we will not take actions that are against the interests ofDelek's
shareholders
CVR's self-serving
campaign seeking to
undermine Delek's
value-maximizing
strategy is not in the
best interests of Delek
shareholders
Delek
US
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