0001193125-12-321961.txt : 20120730 0001193125-12-321961.hdr.sgml : 20120730 20120730134300 ACCESSION NUMBER: 0001193125-12-321961 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120726 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120730 DATE AS OF CHANGE: 20120730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALERO ENERGY CORP/TX CENTRAL INDEX KEY: 0001035002 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 741828067 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13175 FILM NUMBER: 12992943 BUSINESS ADDRESS: STREET 1: P.O. BOX 696000 CITY: SAN ANTONIO STATE: TX ZIP: 78269-6000 BUSINESS PHONE: 2103452000 MAIL ADDRESS: STREET 1: P.O. BOX 696000 CITY: SAN ANTONIO STATE: TX ZIP: 78269-6000 8-K 1 d387169d8k.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): July 26, 2012

 

 

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))

 

 

 

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

 

(d) On July 26, 2012, the Board of Directors (“Board”) of Valero Energy Corporation (“Valero”) elected Deborah Platt Majoras to the Board. On July 26, 2012, Valero issued a press release announcing her election. A copy of the press release is attached hereto as Exhibit 99.01 and is incorporated herein.

Upon her election to the Board, Ms. Majoras was awarded 9,261 restricted shares of Valero common stock in accordance with the terms of Valero’s compensation program for non-employee directors. The shares will vest annually in one-third increments on the dates of the next three annual meetings of Valero’s stockholders.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

  10.01    Valero Energy Corporation 2011 Omnibus Stock Incentive Plan - incorporated by reference to Appendix A to Valero’s Definitive Proxy Statement on Schedule 14A for the 2011 annual meeting of stockholders, filed March 18, 2011 (SEC File No. 1-13175).
  10.02    Form of Restricted Stock Agreement - incorporated by reference to Exhibit 10.24 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2011.
  99.01   

Pressrelease dated July 26, 2012.

 

2

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: July 30, 2012     by:     /s/ Jay D. Browning
      Jay D. Browning
      Senior Vice President and Secretary

 

3

EX-99.01 2 d387169dex9901.htm PRESS RELEASE Press Release

Exhibit 99.01

VALERO ENERGY CORPORATION BOARD OF DIRECTORS

ELECTS NEW MEMBER

SAN ANTONIO, July 26, 2012 — Valero Energy Corporation (NYSE: VLO) announced today that Deborah Platt Majoras has been elected to the company’s board of directors. Majoras, 48, is Chief Legal Officer and Secretary of The Procter & Gamble Company. Previously she served as Chairman of the Federal Trade Commission, Deputy Assistant Attorney General in the U.S. Department of Justice’s Antitrust Division, and a partner at the Jones Day law firm. Majoras is a member of the boards of trustees of the Cincinnati USA Regional Chamber, the Cincinnati Legal Aid Society and the Cincinnati Playhouse in the Park. She is also on the boards of Westminster College and the Leadership Council on Legal Diversity, and is co-chair of the U.S. Chamber of Commerce International Competition Policy Working Group. “Deborah is an outstanding addition to the Valero board of directors, and we’re pleased to welcome her,” said Valero Chairman and CEO Bill Klesse. “She brings a wealth of experience and knowledge.”

About Valero: Valero Energy Corporation, through its subsidiaries, is an international manufacturer and marketer of transportation fuels, other petrochemical products and power. Valero subsidiaries employ approximately 22,000 people, and assets include 16 petroleum refineries with a combined throughput capacity of approximately 3 million barrels per day, 10 ethanol plants with a combined production capacity of 1.2 billion gallons per year, and a 50-megawatt wind farm. Approximately 6,800 retail and branded wholesale outlets carry the Valero, Diamond Shamrock, Shamrock and Beacon brands in the United States and the Caribbean; Ultramar in Canada; and Texaco in the United Kingdom and Ireland. Valero is a Fortune 500 company based in San Antonio. Please visit www.valero.com for more information.

Bill Day

Executive Director of Media Relations

Valero Energy Corporation

(210) 345-2928 office

(210) 621-7191 mobile