8-K

VALERO ENERGY CORPORATION

Date: May 20, 2024

/s/ Richard J. Walsh

Richard J. Walsh

Senior Vice President, General Counsel and Secretary

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.