Current Report Filing (8-k)
March 06 2018 - 02:19PM
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): February 28, 2018
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-13175
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74-1828067
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Valero Way
San Antonio, Texas
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78249
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(Address of principal executive offices)
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(Zip Code)
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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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 5.02
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Compensatory Arrangements of Certain Officers.
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As previously announced, on February 7, 2018,
Michael S. Ciskowski elected to retire from his position as Executive Vice President and Chief Financial Officer of Valero Energy Corporation (Valero) effective May 3, 2018, and the board of directors of Valero (the
Board) elected Donna M. Titzman as Executive Vice President and Chief Financial Officer to succeed Mr. Ciskowski, effective May 3, 2018.
On February 28, 2018, the compensation committee of the Board (the Compensation Committee) approved an annual base salary for
Ms. Titzman of $675,000, which will be effective May 3, 2018. The Compensation Committee also approved a grant of restricted stock having a target value of $361,875 to be made on May 3, 2018, which restricted stock will vest ratably
over a three-year period. The Compensation Committee further approved an annual incentive bonus target for Ms. Titzman of 75% of base salary. The annual incentive bonus target is subject to final approval by the Compensation Committee in
connection with its annual compensation review process.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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VALERO ENERGY CORPORATION
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Date: March 6, 2018
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by:
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/s/ Jay D. Browning
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Jay D. Browning
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Executive Vice President and General Counsel
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