Current Report Filing (8-k)
May 01 2019 - 2:26PM
Edgar (US Regulatory)
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 30, 2019
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)
|
Registrants 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))
|
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 2019 annual meeting of the stockholders of Valero Energy Corporation was held April 30, 2019. 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
|
|
|
300,778,298
|
|
|
|
>50.0
|
%
|
|
|
98.95
|
%
|
against
|
|
|
3,178,315
|
|
|
|
|
|
|
|
|
|
abstain
|
|
|
640,983
|
|
|
|
|
|
|
|
|
|
broker
non-votes
|
|
|
55,415,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph W. Gorder
|
|
shares voted
|
|
|
required vote *
|
|
|
vote received
|
|
for
|
|
|
286,612,002
|
|
|
|
>50.0
|
%
|
|
|
95.40
|
%
|
against
|
|
|
13,824,762
|
|
|
|
|
|
|
|
|
|
abstain
|
|
|
4,160,832
|
|
|
|
|
|
|
|
|
|
broker
non-votes
|
|
|
55,415,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kimberly S. Greene
|
|
shares voted
|
|
|
required vote *
|
|
|
vote received
|
|
for
|
|
|
302,197,635
|
|
|
|
>50.0
|
%
|
|
|
99.36
|
%
|
against
|
|
|
1,938,389
|
|
|
|
|
|
|
|
|
|
abstain
|
|
|
461,572
|
|
|
|
|
|
|
|
|
|
broker
non-votes
|
|
|
55,415,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah P. Majoras
|
|
shares voted
|
|
|
required vote *
|
|
|
vote received
|
|
for
|
|
|
298,067,229
|
|
|
|
>50.0
|
%
|
|
|
98.00
|
%
|
against
|
|
|
6,078,671
|
|
|
|
|
|
|
|
|
|
abstain
|
|
|
451,696
|
|
|
|
|
|
|
|
|
|
broker
non-votes
|
|
|
55,415,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald L. Nickles
|
|
shares voted
|
|
|
required vote *
|
|
|
vote received
|
|
for
|
|
|
295,508,019
|
|
|
|
>50.0
|
%
|
|
|
97.17
|
%
|
against
|
|
|
8,599,207
|
|
|
|
|
|
|
|
|
|
abstain
|
|
|
490,370
|
|
|
|
|
|
|
|
|
|
broker
non-votes
|
|
|
55,415,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip J. Pfeiffer
|
|
shares voted
|
|
|
required vote *
|
|
|
vote received
|
|
for
|
|
|
303,094,654
|
|
|
|
>50.0
|
%
|
|
|
99.66
|
%
|
against
|
|
|
1,021,751
|
|
|
|
|
|
|
|
|
|
abstain
|
|
|
481,191
|
|
|
|
|
|
|
|
|
|
broker
non-votes
|
|
|
55,415,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert A. Profusek
|
|
shares voted
|
|
|
required vote *
|
|
|
vote received
|
|
for
|
|
|
293,651,868
|
|
|
|
>50.0
|
%
|
|
|
96.91
|
%
|
against
|
|
|
9,348,360
|
|
|
|
|
|
|
|
|
|
abstain
|
|
|
1,597,368
|
|
|
|
|
|
|
|
|
|
broker
non-votes
|
|
|
55,415,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen M. Waters
|
|
shares voted
|
|
|
required vote *
|
|
|
vote received
|
|
for
|
|
|
297,929,300
|
|
|
|
>50.0
|
%
|
|
|
97.97
|
%
|
against
|
|
|
6,165,592
|
|
|
|
|
|
|
|
|
|
abstain
|
|
|
502,704
|
|
|
|
|
|
|
|
|
|
broker
non-votes
|
|
|
55,415,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Randall J. Weisenburger
|
|
shares voted
|
|
|
required vote *
|
|
|
vote received
|
|
for
|
|
|
302,037,376
|
|
|
|
>50.0
|
%
|
|
|
99.33
|
%
|
against
|
|
|
2,050,259
|
|
|
|
|
|
|
|
|
|
abstain
|
|
|
509,961
|
|
|
|
|
|
|
|
|
|
broker
non-votes
|
|
|
55,415,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rayford Wilkins, Jr.
|
|
shares voted
|
|
|
required vote *
|
|
|
vote received
|
|
for
|
|
|
302,368,197
|
|
|
|
>50.0
|
%
|
|
|
99.42
|
%
|
against
|
|
|
1,752,320
|
|
|
|
|
|
|
|
|
|
abstain
|
|
|
477,079
|
|
|
|
|
|
|
|
|
|
broker
non-votes
|
|
|
55,415,762
|
|
|
|
|
|
|
|
|
|
|
(2)
|
Proposal 2
: Ratify the appointment of KPMG LLP to serve as Valeros independent registered public
accounting firm for the fiscal year ending December 31, 2019. The proposal was approved as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposal 2
|
|
shares voted
|
|
|
required vote *
|
|
|
vote received
|
|
for
|
|
|
352,551,257
|
|
|
|
>50.0
|
%
|
|
|
97.93
|
%
|
against
|
|
|
6,624,225
|
|
|
|
|
|
|
|
|
|
abstain
|
|
|
837,876
|
|
|
|
|
|
|
|
|
|
broker
non-votes
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
(3)
|
Proposal 3
: Advisory vote to ratify the 2018 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
|
|
|
276,742,004
|
|
|
|
>50.0
|
%
|
|
|
90.85
|
%
|
against
|
|
|
22,519,824
|
|
|
|
|
|
|
|
|
|
abstain
|
|
|
5,335,768
|
|
|
|
|
|
|
|
|
|
broker
non-votes
|
|
|
55,415,762
|
|
|
|
|
|
|
|
|
|
*
Notes
:
Required votes
. For Proposal 1, as required by Valeros bylaws, each director is to be elected by a majority of votes cast with
respect to that directors 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 Valeros 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 brokers 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 the Company, 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.
On April 30, 2019, 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 $175,000, represents the equity portion of Valeros
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
Valeros 2020 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 agreements governing the awards, which are attached as Exhibits
10.01 and 10.02 to this Current Report and are incorporated herein by reference.
Item 9.01
|
Financial Statements and Exhibits.
|
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 1, 2019
|
|
|
|
by:
|
|
/s/ J. Stephen Gilbert
|
|
|
|
|
|
|
J. Stephen Gilbert, Secretary
|
Valero Energy (NYSE:VLO)
Historical Stock Chart
From Jun 2024 to Jul 2024
Valero Energy (NYSE:VLO)
Historical Stock Chart
From Jul 2023 to Jul 2024