8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 29, 2017 (June 27, 2017)

ALON USA ENERGY, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 001-32567 (Commission File Number) 74-2966572 (IRS Employer Identification No.)

12700 Park Central Dr., Suite 1600

Dallas, Texas75251

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (972) 367-3600

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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:

For	Against	Abstain	Broker Non-Votes
63,888,080	177,199	295,438	0

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:

For	Against	Abstain	Broker Non-Votes
61,805,720	2,253,408	301,589	0

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:

For	Against	Abstain	Broker Non-Votes
62,007,829	2,055,799	297,089	0

No other business properly came before the Special Meeting.

Item 8.01. Other Events.

On June 28, 2017, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

1

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number	Description
99.1	Press Release dated June 28, 2017.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ALON USA ENERGY, INC.
Date:	June 29, 2017	By:	/s/ James Ranspot
			James Ranspot
			Senior Vice President, General Counsel and Secretary

3

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release dated June 28, 2017.

4

EX-99.1

June 28, 2017

Alon USA Energy Stockholders Approve Merger Transaction

DALLAS, June 28, 2017 /PRNewswire/ -- Alon USA Energy, Inc. (NYSE: ALJ) (“Alon”) today announced that the stockholders of Alon have approved all proposals related to the previously announced merger transaction pursuant to which Delek US Holdings, Inc. (“Delek”) will acquire all of the outstanding shares of Alon common stock which it does not already own in an all-stock transaction. At a special meeting held today by Alon, approximately 89% of Alon’s outstanding shares and 79% of Alon’s outstanding shares beneficially owned by holders of Alon common stock other than Delek and its affiliates voted to approve the adoption of the previously disclosed merger agreement and the transaction. Of the shares voted, approximately 99% were cast in favor of the proposal. The closing of the transaction is subject to approval by the stockholders of Delek at a special meeting of Delek stockholders on June 29, 2017. Alon expects the transaction to close effective as of July 1, 2017.

About Delek US Holdings, Inc.

Delek US Holdings, Inc. (NYSE: DK) is a diversified downstream energy company with assets in petroleum refining and logistics. The refining segment consists of refineries operated in Tyler, Texas and El Dorado, Arkansas with a combined nameplate production capacity of 155,000 barrels per day. Delek and its affiliates also own approximately 63 percent (including the 2 percent general partner interest) of Delek Logistics Partners, LP. Delek Logistics Partners, LP (NYSE: DKL) is a growth-oriented master limited partnership focused on owning and operating midstream energy infrastructure assets. Delek currently owns approximately 47 percent of the outstanding common stock of Alon.

About Alon USA

Alon USA Energy, Inc., headquartered in Dallas, Texas, is an independent refiner and marketer of petroleum products, operating primarily in the South Central, Southwestern and Western regions of the United States. Alon owns 100% of the general partner and 81.6% of the limited partner interests in Alon USA Partners, LP (NYSE: ALDW), which owns a crude oil refinery in Big Spring, Texas, with a crude oil throughput capacity of 73,000 barrels per day and an integrated wholesale marketing business. In addition, Alon directly owns a crude oil refinery in Krotz Springs, Louisiana, with a crude oil throughput capacity of 74,000 barrels per day. Alon also owns crude oil refineries in California, which have not processed crude oil since 2012. Alon owns a majority interest in a renewable fuels facility in California, with a throughput capacity of 3,000 barrels per day. Alon is a leading marketer of asphalt, which it distributes primarily through asphalt terminals located predominately in the Southwestern and Western United States. Alon is the largest 7-Eleven licensee in the United States and operates approximately 300 convenience stores which also market motor fuels in Central and West Texas and New Mexico.

Safe Harbor Provisions Regarding Forward-Looking Statements

This press release contains forward-looking statements that are based upon current expectations and involve a number of risks and uncertainties. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding the proposed merger with Alon, integration and transition plans, synergies, opportunities, anticipated future performance and financial position, and other factors.

Investors are cautioned that the following important factors, among others, may affect these forward-looking statements. These factors include but are not limited to: risks and uncertainties related to the expected timing and likelihood of completion of the proposed merger, including the timing, terms and conditions of any required

governmental and regulatory approvals of the proposed merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that stockholders of Delek may not approve the issuance of new shares of common stock in the merger, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Delek's common stock or Alon's common stock, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Delek and Alon to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies, uncertainty related to timing and amount of future share repurchases and dividend payments, risks and uncertainties with respect to the quantities and costs of crude oil we are able to obtain and the price of the refined petroleum products we ultimately sell; gains and losses from derivative instruments; management's ability to execute its strategy of growth through acquisitions and the transactional risks associated with acquisitions and dispositions; acquired assets may suffer a diminishment in fair value as a result of which we may need to record a write-down or impairment in carrying value of the asset; changes in the scope, costs, and/or timing of capital and maintenance projects; operating hazards inherent in transporting, storing and processing crude oil and intermediate and finished petroleum products; our competitive position and the effects of competition; the projected growth of the industries in which we operate; general economic and business conditions affecting the southern United States; and other risks contained in Delek’s and Alon’s filings with the United States Securities and Exchange Commission.

Forward-looking statements should not be read as a guarantee of future performance or results and will not be accurate indications of the times at or by which such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management's good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Delek and Alon undertake no obligation to update or revise any such forward-looking statements, except as required by applicable law or regulation.

Alon USA Investor/Media Relations Contacts:

Stacey Morris, Investor Relations Manager

Alon USA Energy, Inc.

972-367-3808

Investors: Jack Lascar

Dennard § Lascar Associates, LLC

713-529-6600

Media: Blake Lewis

Three Box Strategic Communications

214-635-3020