CVR Energy Releases Open Letter to Uzi Yemin, Chairman of the Board of Delek US Holdings, lnc. - Seite 2

Delaware law allows stockholders to inspect the books and records of corporations so that they can better understand whether their company is being managed properly. We followed that law to ask Delek to produce a reasonable number of documents that would allow us to better understand why you were paid so much and why you received, and so greatly benefited from, the 5% interest.

Among other things, we thought these documents would allow us—and our fellow stockholders—to better assess whether Delek’s supposedly independent directors are doing their jobs well, or whether, as we believe is likely, you tend to steamroll over them, almost inevitably getting your way. If the latter is the case, then the Company clearly needs directors with far more backbone; directors who are willing to tell you “no” no matter how much pressure you apply to them.

We understand that you claim this is all nonsense—that you are actually underpaid; that the independent directors are fully willing to challenge your pay demands; that the Company is well managed and that its economic failings are the fault of market conditions or the mistakes of others or other problems totally unrelated to your actions.

But if that is the case, what do you have to hide? Why not simply produce the documents if they should back your position? Why hire legions of lawyers billing at close to $2,000 per hour to fight our request? Why not show us the documents—we agreed up front not to share any documents you think are confidential without permission from the Company or the approval by a court?

Yet, as of right now, the Company is refusing to produce even the most innocuous documents to us. For example, it will not even produce documents showing us the Company’s calculations of your total compensation over this period. That can’t be secret, can it? But for some reason you are saying “No.” That response, Mr. Yemin, causes us—and we suspect other stockholders—to ask, “what is he hiding?”

It also raises other questions. For example, have the “independent” directors on your board agreed to this? Have you even asked them? Do they know about the large legal bills that Delek is now incurring to keep from producing even one document? Do they really think that this information is too secret for stockholders to know? Or perhaps do all of you view it as being simply too embarrassing? Or is it perhaps the case that you are unilaterally making these decisions without seeking input?