UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously announced, effective April 28, 2022, director Stephen M. Waters retired from Valero Energy Corporation’s (“Valero”) board of directors in accordance with the terms of Valero’s director retirement policy.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2022 annual meeting of the stockholders of Valero was held April 28, 2022. Matters voted on at the annual meeting and the results thereof were as follows:
(1) | Proposal 1: Election of directors. The election of each director was approved as follows. |
Fred M. Diaz |
shares voted | required vote * | vote received | |||||||||
for |
300,598,478 | >50.0 | % | 97.5 | % | |||||||
against |
7,638,498 | |||||||||||
abstain |
702,687 | |||||||||||
broker non-votes |
46,282,296 | |||||||||||
H. Paulett Eberhart |
shares voted | required vote * | vote received | |||||||||
for |
298,381,074 | >50.0 | % | 96.8 | % | |||||||
against |
9,878,275 | |||||||||||
abstain |
680,314 | |||||||||||
broker non-votes |
46,282,296 | |||||||||||
Joseph W. Gorder |
shares voted | required vote * | vote received | |||||||||
for |
275,309,745 | >50.0 | % | 89.3 | % | |||||||
against |
32,951,721 | |||||||||||
abstain |
678,197 | |||||||||||
broker non-votes |
46,282,296 | |||||||||||
Kimberly S. Greene |
shares voted | required vote * | vote received | |||||||||
for |
287,893,225 | >50.0 | % | 95.4 | % | |||||||
against |
13,996,148 | |||||||||||
abstain |
7,050,290 | |||||||||||
broker non-votes |
46,282,296 | |||||||||||
Deborah P. Majoras |
shares voted | required vote * | vote received | |||||||||
for |
301,126,130 | >50.0 | % | 97.7 | % | |||||||
against |
7,142,691 | |||||||||||
abstain |
670,842 | |||||||||||
broker non-votes |
46,282,296 | |||||||||||
Eric D. Mullins |
shares voted | required vote * | vote received | |||||||||
for |
304,438,414 | >50.0 | % | 98.8 | % | |||||||
against |
3,786,634 | |||||||||||
abstain |
714,615 | |||||||||||
broker non-votes |
46,282,296 | |||||||||||
Donald L. Nickles |
shares voted | required vote * | vote received | |||||||||
for |
295,958,263 | >50.0 | % | 96.0 | % | |||||||
against |
12,266,423 | |||||||||||
abstain |
714,977 | |||||||||||
broker non-votes |
46,282,296 | |||||||||||
Philip J. Pfeiffer |
shares voted | required vote * | vote received | |||||||||
for |
299,375,726 | >50.0 | % | 97.1 | % | |||||||
against |
8,834,928 | |||||||||||
abstain |
729,009 | |||||||||||
broker non-votes |
46,282,296 | |||||||||||
Robert A. Profusek |
shares voted | required vote * | vote received | |||||||||
for |
268,242,904 | >50.0 | % | 88.8 | % | |||||||
against |
33,812,138 | |||||||||||
abstain |
6,884,621 | |||||||||||
broker non-votes |
46,282,296 |
Randall J. Weisenburger |
shares voted | required vote * | vote received | |||||||||
for |
291,302,784 | >50.0 | % | 94.5 | % | |||||||
against |
16,906,452 | |||||||||||
abstain |
730,427 | |||||||||||
broker non-votes |
46,282,296 | |||||||||||
Rayford Wilkins, Jr. |
shares voted | required vote * | vote received | |||||||||
for |
292,045,950 | >50.0 | % | 94.8 | % | |||||||
against |
16,179,445 | |||||||||||
abstain |
714,268 | |||||||||||
broker non-votes |
46,282,296 |
(2) | Proposal 2: Ratify the appointment of KPMG LLP to serve as Valero’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The proposal was approved as follows: |
Proposal 2 |
shares voted | required vote * | vote received | |||||||||
for |
350,553,664 | >50.0 | % | 98.7 | % | |||||||
against |
4,038,260 | |||||||||||
abstain |
630,035 | |||||||||||
broker non-votes |
n/a |
(3) | Proposal 3: Advisory vote to ratify the 2021 compensation of the named executive officers listed in the proxy statement. The proposal was approved as follows: |
Proposal 3 |
shares voted | required vote * | vote received | |||||||||
for |
214,049,091 | >50.0 | % | 69.3 | % | |||||||
against |
93,556,015 | |||||||||||
abstain |
1,334,557 | |||||||||||
broker non-votes |
46,282,296 |
(4) | Proposal 4: Stockholder report requesting that Valero issue an annual report disclosing near- and long-term greenhouse gas emissions reduction targets and a plan to achieve them. The proposal was not approved as follows: |
Proposal 4 |
shares voted | required vote * | vote received | |||||||||
for |
131,050,415 | >50.0 | % | 42.4 | % | |||||||
against |
147,124,378 | |||||||||||
abstain |
30,764,870 | |||||||||||
broker non-votes |
46,282,296 |
* | Notes: |
Required votes. For Proposal 1, as required by Valero’s bylaws, each director is to be elected by a majority of votes cast with respect to that director’s election. Proposals 2, 3 and 4 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.
Effect of abstentions. Shares voted to abstain are treated as “present” for purposes of determining a quorum. In the election of directors (Proposal 1), 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 the affirmative vote of a majority of the voting power of the shares present in person or by proxy and entitled to vote (Proposals 2, 3 and 4), 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 instructions are not received, in some instances (e.g., for Proposal 2), a broker may nevertheless vote the shares in the broker’s discretion. Under New York Stock Exchange rules, brokers are precluded from exercising voting discretion on certain proposals without specific instructions from the beneficial owner (Proposals 1, 3 and 4). 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 the voting power of the issued and outstanding shares of Valero, 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 or a plurality or majority of the votes cast.
Item 8.01 | Other Events. |
Effective on April 28, 2022, Valero entered into a Stock Unit Award Agreement with each of its non-employee directors who was re-elected at the annual meeting of the stockholders. The grant of stock units, valued at $200,000, represents the equity portion of Valero’s non-employee director compensation program. Each stock unit represents the right to receive one share of Valero common stock, and is scheduled to become nonforfeitable on the date of Valero’s 2023 annual meeting of stockholders. The foregoing description of the stock units is not complete and is qualified in its entirety by reference to the full text of the agreement governing the awards, which is attached as Exhibit 10.01 to this Current Report and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibit. |
(d) Exhibit.
10.01 | Form of Stock Unit Award Agreement (with one-year hold provision) - incorporated by reference to Exhibit 10.02 to Valero’s current report on Form 8-K dated April 30, 2019, and filed May 1, 2019 (SEC File No. 001-13175). | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
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 3, 2022 | by: | /s/ Richard J. Walsh | ||||
Richard J. Walsh | ||||||
Senior Vice President, General Counsel and Secretary |