SEC Form 8-K filed by Valero Energy Corporation

 

 

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): May 15, 2024

 

VALERO ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-13175		74-1828067
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

One Valero Way San Antonio, Texas		78249
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (210) 345-2000

 

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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		VLO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

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. ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, effective May 15, 2024, director Donald L. Nickles retired from the Board in accordance with the terms of Valero Energy Corporation’s (“Valero”) director retirement policy.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

The 2024 annual meeting of the stockholders of Valero was held May 15, 2024. Matters voted on at the annual meeting and the results thereof were as follows:

 

(1)

Proposal 1: Election of directors. The election of each director was approved as follows.

 

Fred M. Diaz		shares voted				required vote *				vote received
for			246,025,744				>50.0	%			98.58	%
against			3,521,951
abstain			379,190
broker non-votes			36,825,374
H. Paulett Eberhart		shares voted				required vote *				vote received
for			243,486,581				>50.0	%			97.56	%
against			6,072,932
abstain			367,372
broker non-votes			36,825,374
Marie A. Ffolkes		shares voted				required vote *				vote received
for			246,212,431				>50.0	%			98.68	%
against			3,288,732
abstain			425,722
broker non-votes			36,825,374
Joseph W. Gorder		shares voted				required vote *				vote received
for			237,655,924				>50.0	%			95.23	%
against			11,892,014
abstain			378,947
broker non-votes			36,825,374
Kimberly S. Greene		shares voted				required vote *				vote received
for			242,707,153				>50.0	%			97.27	%
against			6,787,392
abstain			432,340
broker non-votes			36,825,374
Deborah P. Majoras		shares voted				required vote *				vote received
for			227,603,262				>50.0	%			91.19	%
against			21,976,096
abstain			347,527
broker non-votes			36,825,374
Eric D. Mullins		shares voted				required vote *				vote received
for			246,846,998				>50.0	%			98.91	%
against			2,710,781
abstain			369,106
broker non-votes			36,825,374
Robert A. Profusek		shares voted				required vote *				vote received
for			237,327,529				>50.0	%			95.09	%
against			12,233,384
abstain			365,972
broker non-votes			36,825,374

R. Lane Riggs		shares voted				required vote *				vote received
for			245,269,010				>50.0	%			98.28	%
against			4,289,069
abstain			368,806
broker non-votes			36,825,374
Randall J. Weisenburger		shares voted				required vote *				vote received
for			240,189,491				>50.0	%			96.25	%
against			9,347,075
abstain			390,319
broker non-votes			36,825,374
Rayford Wilkins, Jr.		shares voted				required vote *				vote received
for			237,462,923				>50.0	%			95.15	%
against			12,090,436
abstain			373,526
broker non-votes			36,825,374

 

(2)

Proposal 2: Advisory vote to ratify the 2023 compensation of the named executive officers listed in the proxy statement. The proposal was approved as follows:

 

Proposal 2		shares voted				required vote *				vote received
for			237,204,350				>50.0	%			94.90	%
against			11,467,963
abstain			1,254,572
broker non-votes			36,825,374

 

(3)

Proposal 3: Ratify the appointment of KPMG LLP to serve as Valero’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposal was approved as follows:

 

Proposal 3

shares voted

required vote *

vote received

for

278,796,868

>50.0

%

97.22

%

against

7,252,600

abstain

702,791

broker non-votes

n/a

 

*

Notes:

Required votes. For Proposal 1, as required by Valero’s bylaws, each director is to be elected by a majority of votes cast with respect to that director’s election. Proposals 2 and 3 required approval by the affirmative vote of a majority of the voting power of the shares present in person or by proxy at the annual meeting and entitled to vote.

Effect of abstentions. Shares voted to abstain are treated as “present” for purposes of determining a quorum. In the election of directors (Proposal 1), pursuant to Valero’s bylaws, shares voted to abstain are not deemed to be “votes cast,” and are accordingly disregarded. When, however, approval for a proposal requires the affirmative vote of a majority of the voting power of the shares present in person or by proxy and entitled to vote (Proposals 2 and 3), then shares voted to abstain have the effect of a negative vote.

Effect of broker non-votes. Brokers holding shares for the beneficial owners of such shares must vote according to specific instructions received from the beneficial owners. If instructions are not received, in some instances (e.g., for Proposal 3), a broker may nevertheless vote the shares in the broker’s discretion. Under New York Stock Exchange rules, brokers are precluded from exercising voting discretion on certain proposals without specific instructions from the beneficial owner (Proposals 1 and 2). This results in a “broker non-vote” on the proposal. A broker non-vote is treated as “present” for purposes of determining a quorum, has the effect of a negative vote when approval for a particular proposal requires the affirmative vote of the voting power of the issued and outstanding shares of Valero, and has no effect when approval for a proposal requires the affirmative vote of a majority of the voting power of the shares present in person or by proxy and entitled to vote or a plurality or majority of the votes cast.

Item 8.01

Other Events.

Effective on May 15, 2024, Valero entered into a Stock Unit Award Agreement with each of its non-employee directors who was re-elected at the annual meeting of the stockholders. The grant of stock units, valued at $200,000, represents the equity portion of Valero’s non-employee director compensation program. Each stock unit represents the right to receive one share of Valero common stock, and is scheduled to become nonforfeitable on the date of Valero’s 2025 annual meeting of stockholders. The foregoing description of the stock units is not complete and is qualified in its entirety by reference to the full text of the agreement governing the awards, which is attached as Exhibit 10.01 to this Current Report and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

10.01		Form of Stock Unit Award Agreement (with one-year hold provision).
104		Cover Page Interactive Data File (formatted in Inline XBRL).

SIGNATURE

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

 

				VALERO ENERGY CORPORATION
Date: May 20, 2024				by:		/s/ Richard J. Walsh
						Richard J. Walsh
						Senior Vice President, General Counsel and Secretary