8-K 1 c16306e8vk.htm FORM 8-K Form 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 28, 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 5.07  
Submission of Matters to a Vote of Security Holders.
The 2011 annual meeting of the stockholders of Valero Energy Corporation (the “Company” or “Valero”) was held on April 28, 2011. Matters voted on at the annual meeting and the results thereof were as follows:
  (1)  
Proposal 1: Elect four Class II directors. The election of each director was approved as follows.
                         
Ronald K. Calgaard   shares voted     required vote *     vote received  
for
     399,409,782       >50.0 %     97.72 %
against
     9,331,911                  
abstain
     636,550                  
broker non-votes
     69,307,585                  
                         
Stephen M. Waters   shares voted     required vote *     vote received  
for
     401,970,793       >50.0 %     98.38 %
against
     6,604,330                  
abstain
     803,120                  
broker non-votes
     69,307,585                  
                         
Randall J. Weisenburger   shares voted     required vote *     vote received  
for
     404,835,346       >50.0 %     99.04 %
against
     3,918,999                  
abstain
     623,898                  
broker non-votes
     69,307,585                  
                         
Rayford Wilkins, Jr.   shares voted     required vote *     vote received  
for
     394,785,702       >50.0 %     96.58 %
against
     13,970,899                  
abstain
     621,642                  
broker non-votes
     69,307,585                  
  (2)  
Proposal 2: Approve an amendment of the Certificate of Incorporation to eliminate classification of the board of directors. Proposal 2 was approved as follows:
                         
Proposal 2   shares voted     required vote *     vote received  
for
     470,209,019       ≥80.0 %     82.54 %
against
     5,601,094                  
abstain
     2,875,715                  
broker non-votes
     n/a                  

 

 

 

  (3)  
Proposal 3: Ratify the appointment of KPMG LLP to serve as Valero’s independent registered public accounting firm for the fiscal year ending December 31, 2011. Proposal 3 was approved as follows:
                         
Proposal 3   shares voted     required vote *     vote received  
for
     473,385,868       >50.0 %     98.89 %
against
     4,508,855                  
abstain
     791,105                  
broker non-votes
     n/a                  
  (4)  
Proposal 4: Approve the 2011 Omnibus Stock Incentive Plan. Proposal 4 was approved as follows:
                         
Proposal 4   shares voted     required vote *     vote received  
for
     355,297,589       >50.0 %     86.79 %
against
     53,049,001                  
abstain
     1,031,653                  
broker non-votes
     69,307,585                  
  (5)  
Proposal 5: Vote on an advisory resolution to ratify the 2010 compensation of the named executive officers listed in the proxy statement. Proposal 5 was approved as follows:
                         
Proposal 5   shares voted     required vote *     vote received  
for
     276,157,661       >50.0 %     67.46 %
against
     131,857,260                  
abstain
     1,363,322                  
broker non-votes
     69,307,585                  
  (6)  
Proposal 6: Recommend the frequency of stockholder votes on executive compensation. Stockholders recommended to hold stockholder votes on executive compensation every year. The votes were apportioned as follows:
                         
Proposal 6   shares voted     required vote *     vote received  
one year
     388,898,325       n/a       95.00 %
two years
     1,515,187               0.37 %
three years
     16,337,931               3.99 %
abstain
     2,626,800               0.64 %

 

 

 

Stockholder Proposals:
  (7)  
Proposal 7: Vote on a stockholder proposal entitled, “Disclosure of Political Contributions.” Proposal 7 was not approved. Voting results for Proposal 7 are as follows:
                         
Proposal 7   shares voted     required vote *     vote received  
for
     108,177,223       >50.0 %     26.42 %
against
     194,847,171                  
abstain
     106,353,849                  
broker non-votes
     69,307,585                  
  (8)  
Proposal 8: Vote on a stockholder proposal entitled, “Review of Political Contributions.” Proposal 8 was not approved. Voting results for Proposal 8 are as follows:
                         
Proposal 8   shares voted     required vote *     vote received  
for
     111,825,521       >50.0 %     27.32 %
against
     209,150,269                  
abstain
     88,402,453                  
broker non-votes
     69,307,585                  
  (9)  
Proposal 9: Vote on a stockholder proposal entitled, “Report on Steps Taken to Reduce Risk of Accidents.” Proposal 9 was not approved. Voting results for Proposal 9 are as follows:
                         
Proposal 9   shares voted     required vote *     vote received  
for
     136,658,847       >50.0 %     33.38 %
against
     178,683,160                  
abstain
     94,036,236                  
broker non-votes
     69,307,585                  
* Notes:
Required votes. For Proposal 1, as required by Valero’s bylaws, each director is to be elected by the vote of a majority of votes cast with respect to that director’s election. As required by Valero’s Certificate of Incorporation, the affirmative vote of at least 80 percent of the voting power of the outstanding stock was required for approval of Proposal 2. Proposals 3, 4, 5, 7, 8, and 9 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. Proposal 6 sought recommendation from Valero’s stockholders among four available voting choices.
Effect of abstentions. Shares voted to abstain are treated as “present” for purposes of determining a quorum. In the election of directors, 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 (a) the affirmative vote of a majority of the voting power of the issued and outstanding shares of the company, or (b) the affirmative vote of a majority of the voting power of the shares present in person or by proxy and entitled to vote, 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 specific instructions are not received, in some instances, a broker may nevertheless vote the shares in the broker’s discretion. But under New York Stock Exchange (NYSE) rules, brokers are precluded from exercising voting discretion on certain proposals without specific instructions from the beneficial owner. 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 a majority 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. Per the NYSE’s rules, brokers had discretion to vote at the Annual Meeting on Proposals 2 and 3 only.

 

 

 

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 2, 2011  By:   /s/ Jay D. Browning    
    Jay D. Browning   
    Senior Vice President and Secretary