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): January 25, 2011

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

(Former name or former address if changed since last report.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On January 25, 2011, the Board of Directors (“Board”) of Valero Energy Corporation (the “Company”) elected Randall J. Weisenburger and Rayford Wilkins, Jr. to the Board. On January 25, 2011, the Company issued a press release announcing the elections of Mr. Weisenburger and Mr. Wilkins. A copy of the press release is attached hereto as Exhibit 99.01.

Upon their election to the Board, each of Mr. Weisenburger and Mr. Wilkins was awarded 6,205 restricted shares of Valero common stock in accordance with the terms of the Company’s Restricted Stock Plan for Non-Employee Directors. The shares will vest annually in equal one-third increments on the dates of the next three annual meetings of the Company’s stockholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.01 Valero Energy Corporation Restricted Stock Plan for Non-Employee Directors, as amended - incorporated by reference to Exhibit 10.02 to the Company’s Current Report on Form 8-K/A dated July 11, 2007, and filed September 18, 2007.

10.02 Form of Restricted Stock Agreement — incorporated by reference to Exhibit 10.03 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.

99.01 Press release dated January 25, 2011.

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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: January 26, 2011	By: /s/ Jay D. Browning
	Jay D. Browning
	Senior Vice President and Secretary

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EX-99.01

Exhibit 99.01

PRESS RELEASE:

Valero Energy Corporation Board of Directors Elects Two New Members

SAN ANTONIO—(BUSINESS WIRE)—January 25, 2011—

Valero Energy Corporation (NYSE: VLO) announced today that Randall J. Weisenburger and Rayford Wilkins Jr. have been elected to the company’s board of directors, bringing the number of directors to 11.

Weisenburger, 52, has served as Omnicom Group Inc.’s Executive Vice President and Chief Financial Officer since joining the company in 1998. Prior to joining Omnicom, Weisenburger was a founding member of Wasserstein Perella and a former member of the First Boston Corporation. His other corporate board service includes Carnival Corporation and Carnival PLC, and he is also a member of the Board of Overseers for the Wharton School of Business at the University of Pennsylvania. He holds a bachelor’s degree in finance and accounting from Virginia Tech as well as a master’s degree in business administration from the University of Pennsylvania’s Wharton School of Business.

Wilkins, 59, is CEO-Diversified Businesses of AT&T, responsible for international investments, AT&T Interactive, AT&T Advertising Solutions, Customer Information Services and the consumer wireless initiative in India. He has held several other leadership positions at AT&T and its predecessor companies. Wilkins also serves on the board of America Movil, and is on the boards of The Tiger Woods Foundation, the National Urban League and the Advisory Council of the McCombs School of Business at the University of Texas at Austin. He holds a bachelor’s degree in business administration from the University of Texas.

“We are very pleased to have Randy and Ray join our board of directors,” said Valero Chairman and CEO Bill Klesse. “Both are well-respected, and they bring a wealth of experience to the board.”

About Valero:

Valero Energy Corporation is an international manufacturer and marketer of transportation fuels, other petrochemical products and power. Its assets include 14 petroleum refineries with a combined throughput capacity of approximately 2.6 million barrels per day, 10 ethanol plants with a combined production capacity of 1.1 billion gallons per year, and a 50-megawatt wind farm. Valero is also one of the largest retail operators with approximately 5,800 retail and branded wholesale outlets in the United States, Canada and the Caribbean under the Valero, Diamond Shamrock, Shamrock, Ultramar and Beacon brands. Based in San Antonio, Valero is a Fortune 500 company with approximately 20,000 employees. Please visit www.valero.com for more information.

CONTACT: Valero Energy Corporation, San Antonio
Investors, Ashley Smith, Vice
President,
Investor Relations: 210-345-2744

or

Media, Bill Day,
Executive Director, Corporate Communications:
210-345-2928
Website:
http://www.valero.com/