Valero Energy Corporation filed SEC Form 8-K: Regulation FD Disclosure, Leadership Update
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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. |
(d) On September 18, 2025, the board of directors (the “Board”) of Valero Energy Corporation (“Valero”) increased its size to 10 members and elected Robert L. Reymond as a member of the Board, with an initial term beginning immediately and expiring at Valero’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). Additionally, the Board appointed Mr. Reymond to serve on the Nominating and Corporate Governance Committee of the Board, effective immediately. Mr. Reymond is expected to stand for re-election at the 2026 Annual Meeting.
Mr. Reymond is entitled to participate in Valero’s non-employee director compensation program, as described under “Director Compensation” in Valero’s proxy statement filed with the Securities and Exchange Commission on March 18, 2025. Mr. Reymond is entitled to receive pro-rata compensation for the period of his service on the Board from the date of his election on September 18, 2025, to the anticipated date of the 2026 Annual Meeting. Accordingly, Valero granted Mr. Reymond a pro-rata equity grant of 924 stock units upon his election to the Board, which are scheduled to vest in full on the first anniversary of the date of grant, and Mr. Reymond is also entitled to receive a pro-rata annual cash retainer in the amount of $97,500.
| Item 7.01 | Regulation FD Disclosure. |
We are furnishing the disclosure in this Item 7.01 in connection with Valero’s issuance of a press release on September 19, 2025, announcing Mr. Reymond’s election to the Board and disclosing other items related to the disclosure in Item 5.02 above. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01
The information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being furnished, not “filed,” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement filed by Valero under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing. The furnishing of the information in Items 7.01 and 9.01 of this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by Valero that such information is material or complete, or that investors should consider such information before making an investment or voting decision with respect to any security of Valero or any of its affiliates.
Safe Harbor Statement
Statements contained in this Current Report on Form 8-K and the exhibit hereto that state Valero’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act and the Exchange Act. The forward-looking statements in this Current Report on Form 8-K and the exhibit hereto include the expected timing of the 2026 Annual Meeting and expectations that Mr. Reymond will stand for re-election at the 2026 Annual Meeting. It is important to note that actual results could differ materially from those expressed, suggested, or forecasted in such forward-looking statements based on numerous factors, including those outside of Valero’s control, such as legislative or political changes or developments, market dynamics, cyberattacks, weather events, and other matters affecting Valero’s operations and financial performance or the demand for Valero’s products. These factors also include, but are not limited to, the uncertainties that remain with respect to current or contemplated legal, political or regulatory developments that are adverse to or restrict refining and marketing operations, or that impose taxes or penalties on profits, windfalls, or margins above a certain level, tariffs and their effects on trading relationships, global geopolitical and other conflicts and tensions, the impact of inflation on margins and costs, economic activity levels, and the adverse effects the foregoing may have on Valero’s business plan, strategy, operations and financial performance. When considering these forward-looking statements, you should also consider the risk factors and other cautionary statements contained in our annual report on Form 10-K, quarterly reports on Form 10-Q, and other reports filed with the United States Securities and Exchange Commission and available on our website at www.valero.com.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press release dated September 19, 2025 | |
| 104 | The cover page from the Company’s Current Report on Form 8-K, 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: September 19, 2025 | by: | /s/ Richard J. Walsh | ||||
| Richard J. Walsh | ||||||
| Executive Vice President and General Counsel | ||||||