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VLO Valero Energy

Filed: 4 May 21, 4:54pm

 

 

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): April 29, 2021

 

 

VALERO ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 1-13175 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 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 5.07

Submission of Matters to a Vote of Security Holders.

The 2021 annual meeting of the stockholders of Valero Energy Corporation (“Valero”) was held April 29, 2021. 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.

 

H. Paulett Eberhart

  shares voted    required vote *  vote received 

for

   297,108,009    >50.0  97.71

against

   6,958,945    

abstain

   646,644    

broker non-votes

   46,645,157    

Joseph W. Gorder

  shares voted    required vote *
  vote received
 

for

   272,559,273    >50.0  90.05

against

   30,132,442    

abstain

   2,021,883    

broker non-votes

   46,645,157    

Kimberly S. Greene

  shares voted    required vote *
  vote received
 

for

   301,781,391    >50.0  99.25

against

   2,292,250    

abstain

   639,957    

broker non-votes

   46,645,157    

Deborah P. Majoras

  shares voted    required vote *
  vote received
 

for

   297,166,234    >50.0  97.74

against

   6,881,713    

abstain

   665,651    

broker non-votes

   46,645,157    

Eric D. Mullins

  shares voted    required vote *
  vote received
 

for

   301,146,064    >50.0  99.05

against

   2,897,411    

abstain

   670,123    

broker non-votes

   46,645,157    

Donald L. Nickles

  shares voted    required vote *
  vote received
 

for

   295,502,043    >50.0  97.25

against

   8,352,591    

abstain

   858,964    

broker non-votes

   46,645,157    

Philip J. Pfeiffer

  shares voted    required vote *
  vote received
 

for

   300,389,993    >50.0  98.80

against

   3,647,105    

abstain

   676,500    

broker non-votes

   46,645,157    

Robert A. Profusek

  shares voted    required vote *
  vote received
 

for

   277,541,911    >50.0  92.64

against

   22,065,990    

abstain

   5,105,697    

broker non-votes

   46,645,157    

Stephen M. Waters

  shares voted    required vote *
  vote received
 

for

   295,640,787    >50.0  97.30

against

   8,218,542    

abstain

   854,269    

broker non-votes

   46,645,157    


Randall J. Weisenburger

  shares voted    required vote *
  vote received
 

for

   296,562,172    >50.0  97.54

against

   7,476,151    

abstain

   675,275    

broker non-votes

   46,645,157    

 

Rayford Wilkins, Jr.

  shares voted    required vote *
  vote received
 

for

   297,633,244    >50.0  97.89

against

   6,411,165    

abstain

   669,189    

broker non-votes

   46,645,157    

 

 (2)

Proposal 2: Ratify the appointment of KPMG LLP to serve as Valero’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The proposal was approved as follows:

 

Proposal 2

  shares voted    required vote *
  vote received
 

for

   347,574,470    >50.0  98.92

against

   3,223,217    

abstain

   561,068    

broker non-votes

   n/a    

 

 (3)

Proposal 3: Advisory vote to ratify the 2020 compensation of the named executive officers listed in the proxy statement. The proposal was approved as follows:

 

Proposal 3

  shares voted    required vote *
  vote received
 

for

   273,087,430    >50.0  89.62

against

   29,672,594    

abstain

   1,953,574    

broker non-votes

   46,645,157    

 

*

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 2), 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 3). 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.

On April 29, 2021, 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 vest (become nonforfeitable) in full on the date of Valero’s 2022 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 Exhibit.

 

 (d)

Exhibit.

 

10.01  Form of Stock Unit Award Agreement (with one-year hold provision).
104  The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).


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 4, 2021  by: 

/s/ Richard J. Walsh

   Richard J. Walsh
   Senior Vice President, General Counsel and Secretary