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): September 17, 2021 (September 16, 2021)

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)    On September 16, 2021, the board of directors (the “Board”) of Valero Energy Corporation (“Valero”) increased its size to 12 members and elected Fred M. Diaz as a member of the Board, with an initial term beginning immediately and expiring at Valero’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”). Additionally, the Board appointed Mr. Diaz to serve on the Nominating/Governance and Public Policy Committee of the Board, effective immediately. Mr. Diaz is expected to stand for re-election at the 2022 Annual Meeting.

Mr. Diaz is entitled to participate in Valero’s non-employee director compensation program, as described under “Director Compensation” in Valero’s 2020 proxy statement filed with the Securities and Exchange Commission on March 18, 2021. Mr. Diaz is entitled to receive pro-rata compensation for the period of his service on the Board from the date of his election on September 16, 2021, to the anticipated date of the 2022 Annual Meeting. Accordingly, Valero granted Mr. Diaz a pro-rata equity grant of 2,021 stock units upon his election to the Board, which are scheduled to vest in full on the first anniversary of the date of grant, and Mr. Diaz is also entitled to receive a pro-rata annual cash retainer in the amount of $86,666.67.

Item 7.01 Regulation FD Disclosure.

We are furnishing the disclosure in this Item 7.01 in connection with Valero’s issuance of a press release on September 16, 2021, announcing Mr. Diaz’s election to the Board and disclosing other items related to the disclosure in Item 5.02 above. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01

The information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being furnished, not “filed,” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement filed by Valero under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing. The furnishing of the information in Items 7.01 and 9.01 of this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by Valero that such information is material or complete, or that investors should consider such information before making an investment decision with respect to any security of Valero or any of its affiliates.

Safe Harbor Statement

Statements contained in this Current Report on Form 8-K and the exhibit hereto that state Valero’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The forward-looking statements in this Current Report on Form 8-K and the exhibit hereto include the expected timing of the 2022 Annual Meeting and expectations that Mr. Diaz will stand for re-election at the 2022 Annual Meeting. It is important to note that actual results could differ materially from those projected in such forward-looking statements based on numerous factors, including those outside of Valero’s control. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see Valero’s annual report on Form 10-K, quarterly reports on Form 10-Q, and other reports filed with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
99.01	Press release dated September 16, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 17, 2021	by:	/s/ Richard J. Walsh
		Richard J. Walsh
		Senior Vice President, General Counsel and Secretary

EX-99.01

Exhibit 99.01

Valero Energy Corporation Elects Fred M. Diaz to Board of Directors

SAN ANTONIO, September 16, 2021 – Valero Energy Corporation (NYSE: VLO, “Valero”) announced today that Fred M. Diaz has been elected as an independent director to Valero’s board of directors (the “Board”) and has joined the Board’s Nominating/Governance and Public Policy Committee, effective immediately.

Mr. Diaz most recently served as President, Chief Executive Officer and Chairman of the Board of Directors of Mitsubishi Motors North America, Inc. He has extensive experience in the global transportation industry, and previously served in various executive and senior management roles at Mitsubishi Motors Corporation in Japan, Nissan Motor Corporation, and Fiat Chrysler Automobiles, where he served as President and Chief Executive Officer of both the Ram Truck brand and Chrysler Mexico.

“We are honored to welcome Fred to our board. He brings a valuable perspective on the transportation sector through his experience as a business leader across the globe,” said Joe Gorder, Valero’s Chairman and Chief Executive Officer.

Mr. Diaz was born and raised in San Antonio, Texas and currently serves on the board of directors of SiteOne Landscape Supply, Inc., Smith & Wesson Brands, Inc. and Archer Aviation Inc. Mr. Diaz is a Director Member of the Latino Corporate Directors Association (LCDA) and a National Association of Corporate Directors (NACD) Board Leadership Fellow.

About Valero

Valero Energy Corporation, through its subsidiaries (collectively, “Valero”), is an international manufacturer and marketer of transportation fuels and petrochemical products. Valero is a Fortune 500 company based in San Antonio, Texas, and it owns 15 petroleum refineries with a combined throughput capacity of approximately 3.2 million barrels per day and 13 ethanol plants with a combined production capacity of approximately 1.7 billion gallons per year. The petroleum

refineries are located in the United States (U.S.), Canada and the United Kingdom (U.K.), and the ethanol plants are located in the Mid-Continent region of the U.S. Valero is also a joint venture partner in Diamond Green Diesel, which owns and operates a renewable diesel plant in Norco, Louisiana. Diamond Green Diesel is North America’s largest biomass-based diesel plant. Valero sells its products in the wholesale rack or bulk markets in the U.S., Canada, the U.K., Ireland and Latin America. Approximately 7,000 outlets carry Valero’s brand names. Please visit www.investorvalero.com for more information.

Valero Contacts

Investors:

Homer Bhullar, Vice President – Investor Relations and Finance, 210-345-1982

Eric Herbort, Senior Manager – Investor Relations, 210-345-3331

Gautam Srivastava, Senior Manager – Investor Relations, 210-345-3992

Media:

Lillian Riojas, Executive Director – Media Relations and Communications, 210-345-5002

XML

Document and Entity Information	Sep. 16, 2021
Cover [Abstract]
Entity Registrant Name	VALERO ENERGY CORP/TX
Amendment Flag	false
Entity Central Index Key	0001035002
Document Type	8-K
Document Period End Date	Sep. 16, 2021
Entity Incorporation State Country Code	DE
Entity File Number	1-13175
Entity Tax Identification Number	74-1828067
Entity Address, Address Line One	One Valero Way
Entity Address, City or Town	San Antonio
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78249
City Area Code	(210)
Local Phone Number	345-2000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock
Trading Symbol	VLO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false