February 18, 2021
By Federal Express and
Email: Denise.McWatters@delekus.com; legalnotices@delekus.com
Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, Tennessee
Attention: Corporate Secretary
Re: Inspection of Stocklist Materials
Dear Ladies and Gentlemen:
CVR Energy Inc., a Delaware corporation (“CVI”), hereby demands, pursuant to § 220 of the
Delaware General Corporation Law (the "DGCL"), that Delek US Holdings, Inc. (the "Corporation") produce certain stocklist materials to CVI in the context of the Corporation's 2021 annual meeting of stockholders (the "Annual Meeting") and any proxy
contest that CVI and others may conduct at and before the Annual Meeting, should the Corporation refuse to replace three of its nominees for director in connection with its upcoming Annual Meeting with the three candidates proposed by CVI to the
Corporation on February 2, 2021.
CVI is the record holder of 100 shares of common stock, par value $0.01 per share ("Common Stock"), of the Corporation and the beneficial holder of 10,911,880 shares of Common Stock (including the 100 shares of Common Stock of which CVI is the
stockholder of record and 372,000 shares of Common Stock underlying a forward contract).
As a holder of the Common Stock of the Corporation, the CVI hereby demands, pursuant to
§ 220 of the DGCL and the common law of the State of Delaware, the right to inspect, during normal business hours, the following documents and records of the Corporation, and to make copies or abstracts therefrom:
(a) A complete record or list of the holders of the Common Stock, certified by the Corporation or its transfer agent, showing the names and addresses of each such stockholder as of
the record date for the Annual Meeting (the "Record Date"), as well as the names, addresses and share amounts held by participants in any corporation dividend reinvestment plan, employee plan, and/or any similar plan as of the Record Date;
(b) A computer file such as a magnetic computer tape or cartridge or other electronic medium (such as a PC-compatible USB drive) containing the lists of the holders of Common Stock
requested herein as of the Record Date, showing the names, addresses and number of shares of Common Stock held by each stockholder, such computer processing data as is necessary for CVI to make use of such computer file, and a printout of such
computer file for verification purposes;
(c) All information in the Corporation's, its transfer agent's or its proxy solicitor's or any of their agents' possession, or which can reasonably be obtained from nominees of any
central certificate depository systems or their nominees, brokers, dealers, banks, respondent banks, clearing agencies, voting trusts and their nominees or other nominees, concerning the number, identity of, and shares of Common Stock held by the
actual beneficial owners of Common Stock as of the Record Date, including an alphabetical breakdown of any holdings in the respective names of Cede & Co. and other similar depositories or nominees on the Record Date, as well as any material
request list provided by Broadridge Financial Solutions, Inc. or Mediant Communications LLC and any omnibus proxies issued by such entities. If such information is not in the Corporation's possession, custody or control, such information should be
requested promptly from Broadridge Financial Solutions, Inc. or Mediant Communications LLC;
(d) All information in or which comes into the Corporation's possession or control, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting
trustees or other nominees relating to the names of the beneficial owners of Common Stock ("NOBO's") pursuant to Rule 14b-l(c) or Rule 14b- 2(c) under the Securities Exchange Act of 1934, as amended, in the format of a printout in descending order
balance and magnetic computer tape or cartridge or other electronic medium (such as a PC-compatible USB drive), together with such computer processing data as is necessary for CVI to make use of such magnetic computer tape or cartridge or other
electronic medium, and a printout of such magnetic computer tape or cartridge or other electronic medium for verification purposes. If such information is not in the Corporation's possession, custody or control, such information should be requested
promptly from Broadridge Financial Solutions, Inc. or Mediant Communications LLC;
(e) A list as of the Record Date of holders of the Common Stock who are participants in any Corporation employee stock ownership, stock purchase, stock option, retirement,
restricted stock, incentive, profit sharing, dividend reinvestment or any similar plan in which voting of Common Stock under the plan is controlled, directly or indirectly, individually or collectively, by such plan's participants, showing (i) the
name and address of each such participant, (ii) the number of shares of Common Stock attributable to each such participant in any such plan, and (iii) the method by which CVI or its agents may communicate with each such participant, as well as the
name, firm and phone number of the trustee or administrator of such plan, and a detailed explanation of the voting treatment not only of shares for which the trustee or administrator receives instructions from participants, but also shares for
which either they do not receive instructions or shares that are outstanding in the plan but are unallocated to any participant;
(f) A list of all holders of Common Stock and respondent banks (and their email addresses) who have elected to receive electronic copies of proxy materials with respect to meetings
of stockholders of the Corporation pursuant to Rule 14(a)- 16(j)(2) of the Exchange Act as of the Record Date;
(g) All omnibus proxies and related respondent bank proxies and listings issued pursuant to Rule 14b-2 under the Securities Exchange Act of 1934, as amended, which are now or
hereafter in the Corporation's possession or control, or which can reasonably be obtained by the Corporation;
(h) A correct and complete copy of the Corporation's bylaws, and any and all changes of any sort to the bylaws hereafter made through the Annual Meeting, including without
limitation, any amendment to existing bylaws, any adoption of new bylaws or deletions of existing bylaws, and any rules and regulations of the Corporation regarding the conduct of the Annual Meeting; and
(i) The information and records specified in the foregoing paragraphs should also be provided for any other record date set by the Corporation's board of directors, by operation of
law or otherwise for the Annual Meeting.
The undersigned further demands that modifications, additions or deletions to any and all
information referred to in paragraphs (a) through (i) above be immediately made available to the undersigned, as such modifications, additions or deletions become available to the Corporation or its agents or representatives.
The purpose of this demand is to allow CVI to conduct a proxy contest at and before the
Annual Meeting and for CVI to otherwise communicate its views to other stockholders regarding the matters to be submitted for stockholder consideration and action at the Annual Meeting should the Corporation refuse to replace three of its nominees
for director in connection with its upcoming Annual Meeting with the three candidates proposed by CVI to the Corporation on February 2, 2021.
CVI will bear the reasonable costs incurred by the Corporation in connection with the
production of the above information. CVI hereby authorizes Jordan M. Kovler, telephone +1 (646) 287-2617, and Peter C. Harkins, telephone +1 (917) 993-3444, of Harkins Kovler, LLC, located at 3 Columbus Circle, 15th Floor, New York, NY
10019, the proxy solicitor for CVI, acting together, singly or in combination, to coordinate the receipt of and to receive the information described above, as its agents, and otherwise to act on behalf of CVI pursuant to the attached power of
attorney.
Please advise me as promptly as practicable when and where the items demanded above will be
made available.
Very truly yours,
CVR ENERGY, INC.
Jennifer M. Crowson
Vice President & Associate General Counsel
SWORN TO AND SUBSCRIBED
Before me this ___ day of February, 2021
Notary Public
POWER OF ATTORNEY
KNOW ALL MEN that the undersigned does hereby make, constitute and appoint:
JORDAN M. KOVLER and PETER C. HARKINS of HARKINS KOVLER, LLC, 3 Columbus Circle, 15th Floor, New
York, NY 10019, telephone +1 (212) 468-5380, and their partners, associates, employees and any other persons designated by any of them, acting alone or together, its true and lawful attorneys-in-fact and agents for it in its name, place and stead,
giving and granting unto said attorneys and agents full power and authority to act on its behalf, as a stockholder of Delek US Holdings, Inc., to seek the production, and to receive records and documents of every kind and description.
The undersigned reserves all rights on its part to do any act that said attorneys hereby
are authorized to do or perform. This Power of Attorney may be terminated by each of the undersigned or said attorneys by written notice to the other.
CVR ENERGY INC.
By:
Name: Jennifer M. Crowson
Its: Vice President & Associate General Counsel
SWORN TO AND SUBSCRIBED
Before me this ___ day of February, 2021
Notary Public