Current Report Filing (8-k)

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, 2020

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 2020 annual meeting of the stockholders of Valero Energy Corporation was held April 30, 2020. 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		300,691,260		>50.0%		99.40	%
against		1,805,577
abstain		622,523
broker non-votes		48,173,769

Joseph W. Gorder	shares voted		required vote *		vote received
for		278,859,194		>50.0%		92.68	%
against		22,020,403
abstain		2,239,763
broker non-votes		48,173,769

Kimberly S. Greene	shares voted		required vote *		vote received
for		300,751,393		>50.0%		99.42	%
against		1,753,695
abstain		614,272
broker non-votes		48,173,769

Deborah P. Majoras	shares voted		required vote *		vote received
for		296,582,639		>50.0%		98.05	%
against		5,909,132
abstain		627,589
broker non-votes		48,173,769

Eric D. Mullins	shares voted		required vote *		vote received
for		300,299,935		>50.0%		99.29	%
against		2,161,443
abstain		657,982
broker non-votes		48,173,769

Donald L. Nickles	shares voted		required vote *		vote received
for		293,301,634		>50.0%		96.97	%
against		9,164,496
abstain		653,230
broker non-votes		48,173,769

Philip J. Pfeiffer	shares voted		required vote *		vote received
for		300,844,458		>50.0%		99.46	%
against		1,639,388
abstain		635,514
broker non-votes		48,173,769


Robert A. Profusek	shares voted		required vote *		vote received
for		288,193,010		>50.0%		95.74	%
against		12,815,959
abstain		2,110,391
broker non-votes		48,173,769

Stephen M. Waters	shares voted		required vote *		vote received
for		295,706,261		>50.0%		97.77	%
against		6,742,809
abstain		670,290
broker non-votes		48,173,769

Randall J. Weisenburger	shares voted		required vote *		vote received
for		298,918,218		>50.0%		98.83	%
against		3,539,866
abstain		661,276
broker non-votes		48,173,769

Rayford Wilkins, Jr.	shares voted		required vote *		vote received
for		300,067,739		>50.0%		99.21	%
against		2,401,170
abstain		650,451
broker non-votes		48,173,769

(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, 2020. The proposal was approved as follows:

Proposal 2

shares voted

required vote *

vote received

for

339,387,093

>50.0%

96.61

against

10,896,334

abstain

1,009,702

broker non-votes

n/a

(3)

Proposal 3: Advisory vote to ratify the 2019 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		276,103,462		>50.0%		91.09	%
against		25,006,631
abstain		2,009,267
broker non-votes		48,173,769

(4)

Proposal 4: Approval of 2020 Omnibus Stock Incentive Plan. The proposal was approved as follows:


Proposal 3	shares voted		required vote *		vote received
for		284,865,748		>50.0%		93.98	%
against		16,966,534
abstain		1,287,078
broker non-votes		48,173,769

* 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, 3 and 4 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, 3 and 4), 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, 3 and 4). 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.

Item 8.01

Other Events.

On April 30, 2020, 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 2021 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.