DELEK US HOLDINGS, INC., DEF 14A filed on 3/10/2026
Proxy Statement (definitive)
v3.25.4
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Delek US Holdings, Inc.
Entity Central Index Key 0001694426
v3.25.4
Pay vs Performance Disclosure - USD ($)
5 Months Ended 7 Months Ended 12 Months Ended
Jun. 08, 2022
Dec. 31, 2022
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
Pay Versus Performance Disclosure
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Year
Summary
Compensation
Table Total
for Yemin1
($)
Summary
Compensation
Table Total
for Soreq1
($)
Compensation
Actually Paid
to Yemin
1, 2, 3
($)
Compensation
Actually Paid
to Soreq
1, 2, 3
($)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs1
($)
Average
Compensation
Actually Paid to
Non-PEO NEOs
1, 2, 3
($)
Value of
Initial Fixed
$100 Investment
based on:4
Net Income
($ Millions)
Adjusted
EBITDA
($ Millions)5
TSR
($)
Peer Group
TSR
($)
2025
7,683,786
19,624,520
2,326,526
5,213,194
213.11
364.73
​43.3
584.0
2024
6,677,896
4,759,465
2,451,375
1,796,777
121.25
276.67
(520.9)
313.0
2023
7,723,297
6,674,297
3,197,069
1,124,068
168.69
303.91
46.7
949.7
2022
12,440,898
6,335,764
14,666,923
5,353,056
2,313,687
2,613,592
170.08
225.04
290.5
1,169.8
2021
8,668,413
409,800
1,779,637
1,334,308
92.42
144.50
(95.3)
37.7
(1)
Avigal Soreq was our PEO during 2025, 2024, 2023, and the period from June 9, 2022 to December 31, 2022. Ezra Uzi Yemin was our PEO during the period from January 1, 2021 to June 8, 2022. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
2021
2022
2023
2024
2025
Louis LaBella
Reuven Spiegel
Ezra Uzi Yemin
Ezra Uzi Yemin
Reuven Spiegel
Reuven Spiegel
Denise McWatters
Reuven Spiegel
Reuven Spiegel
Joseph Israel
Denise McWatters
Todd O’Malley
Denise McWatters
Joseph Israel
Denise McWatters
Todd O’Malley
Nithia Thaver
Joseph Israel
Denise McWatters
Robert Wright
 
 
Todd O’Malley
 
Mark Hobbs
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
Year
Summary Compensation
Table Total for Soreq
($)
Exclusion of Stock
Awards for Soreq
($)
Inclusion of Equity Values
for Soreq
($)
Compensation Actually
Paid to Soreq
($)
2025
7,683,786
(4,832,195)
16,772,929
19,624,520
Year
Average Summary
Compensation Table
Total for Non-PEO NEOs
($)
Average Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
($)
Average Inclusion of
Equity Values for Non-PEO
NEOs
($)
Average Compensation
Actually Paid to
Non-PEO NEOs
($)
2025
2,326,526
(922,022)
3,808,690
5,213,194
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Year-End Fair
Value of Equity
Awards
Granted
During Year
That Remained
Unvested as of
Last Day of
Year for Soreq
($)
Change in
Fair Value
from Last
Day of Prior
Year to Last
Day of Year
of Unvested
Equity
Awards for
Soreq
($)
Vesting-Date
Fair Value of
Equity
Awards
Granted
During Year
that Vested
During Year for
Soreq
($)
Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date of
Unvested
Equity Awards
that Vested
During Year for
Soreq
($)
Fair Value at
Last Day of
Prior Year of
Equity
Awards
Forfeited
During Year for
Soreq
($)
Value of
Dividends or
Other
Earnings
Paid on
Equity
Awards Not
Otherwise
Included for
Soreq
($)
Total -
Inclusion of
Equity
Values for
Soreq
($)
2025
8,351,135
7,265,887
989,612
166,295
​—
​—
16,772,929
Year
Average
Year-End Fair
Value of Equity
Awards
Granted During
Year That
Remained
Unvested as of
Last Day of
Year for
Non-PEO
NEOs
($)
Average
Change in
Fair Value
from Last
Day of Prior
Year to Last
Day of Year
of Unvested
Equity
Awards for
Non-PEO
NEOs
($)
Average
Vesting-
Date Fair
Value of
Equity
Awards
Granted
During Year
that Vested
During Year
for Non-PEO
NEOs
($)
Average
Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date of
Unvested
Equity Awards
that Vested
During Year for
Non-PEO
NEOs
($)
Average Fair
Value at Last
Day of Prior
Year of
Equity
Awards
Forfeited
During Year
for Non-PEO
NEOs
($)
Average
Value of
Dividends or
Other
Earnings Paid on
Equity Awards Not
Otherwise
Included for
Non-PEO
NEOs
($)
Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)
2025
1,174,087
2,036,160
529,621
68,822
​—
​—
3,808,690
(4)
The Peer Group TSR set forth in this table utilizes a custom group of peer companies, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Peer Group, respectively. Historical stock performance is not necessarily indicative of future stock performance. The peer group for Fiscal 2025 is comprised of Calumet Specialty Products Partners, L.P. (NASDAQ: CMLT), CVR Energy, Inc. (NYSE: CVI), HF Sinclair Corporation (NYSE: DINO), Marathon Petroleum Corporation (NYSE: MPC), PBF Energy, Inc. (NYSE: PBF), Phillips 66 (NYSE:PSX), Par Pacific Holdings (NYSE: PARR), and Valero Energy Corporation (NYSE: VLO) (the “Peer Group”).
(5)
We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2025. The Company calculated Adjusted EBITDA for purposes of the Pay Versus Performance Table calculated as net income (loss) attributable to the Company adjusted to add back interest expense, income tax expense, depreciation, amortization, and adjusted for certain identified infrequently occurring items, non-cash items, and items that are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends that do not relate to interest expense, income tax expense, depreciation or amortization, and adjusted to include income (loss) attributable to non-controlling interests. For purposes of the 2025 AIP, Adjusted EBITDA excludes the impact of small refinery exemptions from renewable fuel standards.
       
Company Selected Measure Name     Adjusted EBITDA        
Named Executive Officers, Footnote    
(1)
Avigal Soreq was our PEO during 2025, 2024, 2023, and the period from June 9, 2022 to December 31, 2022. Ezra Uzi Yemin was our PEO during the period from January 1, 2021 to June 8, 2022. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
2021
2022
2023
2024
2025
Louis LaBella
Reuven Spiegel
Ezra Uzi Yemin
Ezra Uzi Yemin
Reuven Spiegel
Reuven Spiegel
Denise McWatters
Reuven Spiegel
Reuven Spiegel
Joseph Israel
Denise McWatters
Todd O’Malley
Denise McWatters
Joseph Israel
Denise McWatters
Todd O’Malley
Nithia Thaver
Joseph Israel
Denise McWatters
Robert Wright
 
 
Todd O’Malley
 
Mark Hobbs
       
Peer Group Issuers, Footnote    
(4)
The Peer Group TSR set forth in this table utilizes a custom group of peer companies, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Peer Group, respectively. Historical stock performance is not necessarily indicative of future stock performance. The peer group for Fiscal 2025 is comprised of Calumet Specialty Products Partners, L.P. (NASDAQ: CMLT), CVR Energy, Inc. (NYSE: CVI), HF Sinclair Corporation (NYSE: DINO), Marathon Petroleum Corporation (NYSE: MPC), PBF Energy, Inc. (NYSE: PBF), Phillips 66 (NYSE:PSX), Par Pacific Holdings (NYSE: PARR), and Valero Energy Corporation (NYSE: VLO) (the “Peer Group”).
       
Adjustment To PEO Compensation, Footnote    
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
Year
Summary Compensation
Table Total for Soreq
($)
Exclusion of Stock
Awards for Soreq
($)
Inclusion of Equity Values
for Soreq
($)
Compensation Actually
Paid to Soreq
($)
2025
7,683,786
(4,832,195)
16,772,929
19,624,520
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Year-End Fair
Value of Equity
Awards
Granted
During Year
That Remained
Unvested as of
Last Day of
Year for Soreq
($)
Change in
Fair Value
from Last
Day of Prior
Year to Last
Day of Year
of Unvested
Equity
Awards for
Soreq
($)
Vesting-Date
Fair Value of
Equity
Awards
Granted
During Year
that Vested
During Year for
Soreq
($)
Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date of
Unvested
Equity Awards
that Vested
During Year for
Soreq
($)
Fair Value at
Last Day of
Prior Year of
Equity
Awards
Forfeited
During Year for
Soreq
($)
Value of
Dividends or
Other
Earnings
Paid on
Equity
Awards Not
Otherwise
Included for
Soreq
($)
Total -
Inclusion of
Equity
Values for
Soreq
($)
2025
8,351,135
7,265,887
989,612
166,295
​—
​—
16,772,929
       
Non-PEO NEO Average Total Compensation Amount     $ 2,326,526 $ 2,451,375 $ 3,197,069 $ 2,313,687 $ 1,779,637
Non-PEO NEO Average Compensation Actually Paid Amount     $ 5,213,194 1,796,777 1,124,068 2,613,592 1,334,308
Adjustment to Non-PEO NEO Compensation Footnote    
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
Year
Average Summary
Compensation Table
Total for Non-PEO NEOs
($)
Average Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
($)
Average Inclusion of
Equity Values for Non-PEO
NEOs
($)
Average Compensation
Actually Paid to
Non-PEO NEOs
($)
2025
2,326,526
(922,022)
3,808,690
5,213,194
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Average
Year-End Fair
Value of Equity
Awards
Granted During
Year That
Remained
Unvested as of
Last Day of
Year for
Non-PEO
NEOs
($)
Average
Change in
Fair Value
from Last
Day of Prior
Year to Last
Day of Year
of Unvested
Equity
Awards for
Non-PEO
NEOs
($)
Average
Vesting-
Date Fair
Value of
Equity
Awards
Granted
During Year
that Vested
During Year
for Non-PEO
NEOs
($)
Average
Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date of
Unvested
Equity Awards
that Vested
During Year for
Non-PEO
NEOs
($)
Average Fair
Value at Last
Day of Prior
Year of
Equity
Awards
Forfeited
During Year
for Non-PEO
NEOs
($)
Average
Value of
Dividends or
Other
Earnings Paid on
Equity Awards Not
Otherwise
Included for
Non-PEO
NEOs
($)
Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)
2025
1,174,087
2,036,160
529,621
68,822
​—
​—
3,808,690
       
Compensation Actually Paid vs. Total Shareholder Return    
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”), and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years, and the Peer Group TSR over the same period.
       
Compensation Actually Paid vs. Net Income    
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the five most recently completed fiscal years.
       
Compensation Actually Paid vs. Company Selected Measure    
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years.
       
Total Shareholder Return Vs Peer Group    
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”), and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years, and the Peer Group TSR over the same period.
       
Tabular List, Table    
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2025 to Company performance. The measures in this table are not ranked.
Adjusted EBITDA
Relative TSR
       
Total Shareholder Return Amount     $ 213.11 121.25 168.69 170.08 92.42
Peer Group Total Shareholder Return Amount     $ 364.73 $ 276.67 $ 303.91 $ 225.04 $ 144.5
Company Selected Measure Amount     584,000,000 313,000,000 949,700,000 1,169,800,000 37,700,000
PEO Name Ezra Uzi Yemin Avigal Soreq Avigal Soreq Avigal Soreq Avigal Soreq   Ezra Uzi Yemin
Equity Awards Adjustments, Footnote    
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Year-End Fair
Value of Equity
Awards
Granted
During Year
That Remained
Unvested as of
Last Day of
Year for Soreq
($)
Change in
Fair Value
from Last
Day of Prior
Year to Last
Day of Year
of Unvested
Equity
Awards for
Soreq
($)
Vesting-Date
Fair Value of
Equity
Awards
Granted
During Year
that Vested
During Year for
Soreq
($)
Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date of
Unvested
Equity Awards
that Vested
During Year for
Soreq
($)
Fair Value at
Last Day of
Prior Year of
Equity
Awards
Forfeited
During Year for
Soreq
($)
Value of
Dividends or
Other
Earnings
Paid on
Equity
Awards Not
Otherwise
Included for
Soreq
($)
Total -
Inclusion of
Equity
Values for
Soreq
($)
2025
8,351,135
7,265,887
989,612
166,295
​—
​—
16,772,929
Year
Average
Year-End Fair
Value of Equity
Awards
Granted During
Year That
Remained
Unvested as of
Last Day of
Year for
Non-PEO
NEOs
($)
Average
Change in
Fair Value
from Last
Day of Prior
Year to Last
Day of Year
of Unvested
Equity
Awards for
Non-PEO
NEOs
($)
Average
Vesting-
Date Fair
Value of
Equity
Awards
Granted
During Year
that Vested
During Year
for Non-PEO
NEOs
($)
Average
Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date of
Unvested
Equity Awards
that Vested
During Year for
Non-PEO
NEOs
($)
Average Fair
Value at Last
Day of Prior
Year of
Equity
Awards
Forfeited
During Year
for Non-PEO
NEOs
($)
Average
Value of
Dividends or
Other
Earnings Paid on
Equity Awards Not
Otherwise
Included for
Non-PEO
NEOs
($)
Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)
2025
1,174,087
2,036,160
529,621
68,822
​—
​—
3,808,690
       
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest     $ 43,300,000 $ (520,900,000) $ 46,700,000 $ 290,500,000 $ (95,300,000)
Measure:: 1              
Pay vs Performance Disclosure              
Name     Adjusted EBITDA        
Non-GAAP Measure Description    
(5)
We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2025. The Company calculated Adjusted EBITDA for purposes of the Pay Versus Performance Table calculated as net income (loss) attributable to the Company adjusted to add back interest expense, income tax expense, depreciation, amortization, and adjusted for certain identified infrequently occurring items, non-cash items, and items that are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends that do not relate to interest expense, income tax expense, depreciation or amortization, and adjusted to include income (loss) attributable to non-controlling interests. For purposes of the 2025 AIP, Adjusted EBITDA excludes the impact of small refinery exemptions from renewable fuel standards.
       
Measure:: 2              
Pay vs Performance Disclosure              
Name     Relative TSR        
Ezra Uzi Yemin [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 0 0 0 12,440,898 8,668,413
PEO Actually Paid Compensation Amount     0 0 0 14,666,923 409,800
Avigal Soreq [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     7,683,786 6,677,896 7,723,297 6,335,764 0
PEO Actually Paid Compensation Amount     19,624,520 $ 4,759,465 $ 6,674,297 $ 5,353,056 $ 0
PEO | Avigal Soreq [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (4,832,195)        
PEO | Avigal Soreq [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     16,772,929        
PEO | Avigal Soreq [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     8,351,135        
PEO | Avigal Soreq [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     7,265,887        
PEO | Avigal Soreq [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     989,612        
PEO | Avigal Soreq [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     166,295        
PEO | Avigal Soreq [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Avigal Soreq [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (922,022)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     3,808,690        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     1,174,087        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     2,036,160        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     529,621        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     68,822        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 0        
v3.25.4
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Equity Award Policies and Practices
Our policy is to grant equity awards on the tenth day of the third month of each quarter irrespective of when in such quarter the Human Capital and Compensation Committee approves to grant the equity award to our named executive officers. We do not grant equity awards in anticipation of the release of material nonpublic information nor time the release of material nonpublic information based on equity award grant dates for the purpose of affecting the value of executive compensation.
Award Timing Method Our policy is to grant equity awards on the tenth day of the third month of each quarter irrespective of when in such quarter the Human Capital and Compensation Committee approves to grant the equity award to our named executive officers.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered We do not grant equity awards in anticipation of the release of material nonpublic information nor time the release of material nonpublic information based on equity award grant dates for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.25.4
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true