UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 6, 2025, director Robert A. Profusek retired from the board of directors (the “Board”) of Valero Energy Corporation (“Valero”) in accordance with the terms of Valero’s director retirement policy.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2025 annual meeting of Valero’s stockholders was held on May 6, 2025. A quorum was present at the annual meeting as required by Valero’s bylaws. Set forth below are the final voting results on the matters voted on at the annual meeting, each of which were also described in Valero’s definitive proxy statement filed with the Securities and Exchange Commission on March 18, 2025, as supplemented on April 21, 2025 (together, the “Proxy Statement”).
(1) | Proposal 1: Election of directors. The election of each director nominee to serve until Valero’s 2026 annual meeting of stockholders was approved as follows: |
Fred M. Diaz |
shares voted | required vote * | vote received | |||||||||
for |
242,147,907 | >50.0 | % | 99.05 | % | |||||||
against |
2,307,409 | |||||||||||
abstain |
504,802 | |||||||||||
broker non-votes |
33,486,474 | |||||||||||
H. Paulett Eberhart |
shares voted | required vote * | vote received | |||||||||
for |
237,031,225 | >50.0 | % | 96.95 | % | |||||||
against |
7,436,501 | |||||||||||
abstain |
492,392 | |||||||||||
broker non-votes |
33,486,474 | |||||||||||
Marie A. Ffolkes |
shares voted | required vote * | vote received | |||||||||
for |
242,545,952 | >50.0 | % | 99.25 | % | |||||||
against |
1,832,567 | |||||||||||
abstain |
581,599 | |||||||||||
broker non-votes |
33,486,474 | |||||||||||
Kimberly S. Greene |
shares voted | required vote * | vote received | |||||||||
for |
239,849,854 | >50.0 | % | 98.09 | % | |||||||
against |
4,647,500 | |||||||||||
abstain |
462,764 | |||||||||||
broker non-votes |
33,486,474 | |||||||||||
Deborah P. Majoras |
shares voted | required vote * | vote received | |||||||||
for |
226,600,016 | >50.0 | % | 92.82 | % | |||||||
against |
17,518,465 | |||||||||||
abstain |
841,637 | |||||||||||
broker non-votes |
33,486,474 |
Eric D. Mullins |
shares voted | required vote * | vote received | |||||||||
for |
239,739,231 | >50.0 | % | 98.06 | % | |||||||
against |
4,728,857 | |||||||||||
abstain |
492,030 | |||||||||||
broker non-votes |
33,486,474 | |||||||||||
R. Lane Riggs |
shares voted | required vote * | vote received | |||||||||
for |
230,526,605 | >50.0 | % | 94.34 | % | |||||||
against |
13,825,659 | |||||||||||
abstain |
607,854 | |||||||||||
broker non-votes |
33,486,474 | |||||||||||
Randall J. Weisenburger |
shares voted | required vote * | vote received | |||||||||
for |
228,384,881 | >50.0 | % | 93.41 | % | |||||||
against |
16,088,642 | |||||||||||
abstain |
486,595 | |||||||||||
broker non-votes |
33,486,474 | |||||||||||
Rayford Wilkins, Jr. |
shares voted | required vote * | vote received | |||||||||
for |
229,413,050 | >50.0 | % | 93.84 | % | |||||||
against |
15,056,183 | |||||||||||
abstain |
490,885 | |||||||||||
broker non-votes |
33,486,474 |
(2) | Proposal 2: Advisory vote to approve the 2024 compensation of Valero’s named executive officers, as described in the Proxy Statement. The proposal was approved as follows: |
Proposal 2 |
shares voted | required vote * | vote received | |||||||||
for |
183,190,791 | >50.0 | % | 74.78 | % | |||||||
against |
60,721,523 | |||||||||||
abstain |
1,047,804 | |||||||||||
broker non-votes |
33,486,474 |
(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, 2025. The proposal was approved as follows: |
Proposal 3 |
shares voted | required vote * | vote received | |||||||||
for |
267,399,084 | >50.0 | % | 96.03 | % | |||||||
against |
10,358,540 | |||||||||||
abstain |
688,968 | |||||||||||
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. Any director nominee who does not receive a majority of the votes cast is required to submit an irrevocable resignation to the Board, and the Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation or take other action. The Board will, within 90 days following certification of the election results, publicly disclose its decision regarding any such resignation and the rationale behind the decision. Proposals 2 and 3 required approval by the affirmative vote of a majority of the voting power of the shares present in person or represented 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 represented 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 represented by proxy and entitled to vote or a plurality or majority of the votes cast.
Item 8.01. | Other Events. |
Effective on May 6, 2025, Valero entered into a Stock Unit Award Agreement with each of its non-employee directors who was re-elected at Valero’s 2025 annual meeting of stockholders. The grant of stock units, valued at $200,000 calculated pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation–Stock Compensation (with the number of units rounded up to avoid fractional units), 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 vest (become nonforfeitable) on the date of Valero’s 2026 annual meeting of stockholders, subject to an additional one-year holding period. The foregoing description of the stock units is qualified in its entirety by reference to the full text of the agreement governing the awards, the form of which is attached as Exhibit 10.01 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
10.01 | Form of Stock Unit Award Agreement (with one-year hold provision) - incorporated by reference to Exhibit 10.01 to Valero’s current report on Form 8-K dated May 15, 2024, and filed May 20, 2024 (SEC File No. 001-13175). | |
104 | Cover Page Interactive Data File (formatted as 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 9, 2025 |
by: |
/s/ Richard J. Walsh | ||||
Richard J. Walsh | ||||||
Executive Vice President and General Counsel |