0000050104-12-000092.txt : 20121227 0000050104-12-000092.hdr.sgml : 20121227 20121227090521 ACCESSION NUMBER: 0000050104-12-000092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121220 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: 20121227 DATE AS OF CHANGE: 20121227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TESORO CORP /NEW/ CENTRAL INDEX KEY: 0000050104 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 950862768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03473 FILM NUMBER: 121286295 BUSINESS ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY CITY: SAN ANTONIO STATE: TX ZIP: 78259-1828 BUSINESS PHONE: 210 626-6000 MAIL ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY CITY: SAN ANTONIO STATE: TX ZIP: 78259-1828 FORMER COMPANY: FORMER CONFORMED NAME: TESORO PETROLEUM CORP /NEW/ DATE OF NAME CHANGE: 19920703 8-K 1 tso8-knewdirectorpressrele.htm 8-K TSO 8-K New director press release


 

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): December 20, 2012
Tesoro Corporation
(Exact name of registrant as specified in its charter)


 
 
 
 
 
Delaware
 
1-3473
 
95-0862768
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
19100 Ridgewood Pkwy
San Antonio, Texas
 
 
 
78259-1828
(Address of principal executive offices)
 
 
 
(Zip Code)

(210) 626-6000
(Registrant's telephone number,
including area code)

Not Applicable
(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 (see General Instruction A.2.):
 
 
 
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) Election of Directors.

Effective December 20, 2012, Ms. Mary Pat McCarthy became a member of the Board of Directors (the “Board”) of Tesoro Corporation (“the Company”) and concurrently the Board increased the number of directors from nine to ten. The Board determined that Ms. McCarthy meets the independence requirements under the rules of the New York Stock Exchange and the Company’s independence standards and that there are no transactions between Ms. McCarthy and the Company that would require disclosure under Item 404(a) of Regulation S-K. Ms. McCarthy will immediately serve on the Board’s Governance Committee and will serve on the Audit Committee upon the filing of the Company’s 2012 Annual Report on Form 10-K. The Press Release announcing Ms. McCarthy’s election is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01
 
Financial Statements and Exhibits.
     d)   Exhibits.
 
99.1

 
Press Release dated December 27, 2012.










2




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 27, 2012
 
 
 
 
 
 
TESORO CORPORATION

 
 
 
By:  
/s/ CHARLES S. PARRISH
 
 
 
Charles S. Parrish
 
 
 
Executive Vice President, General Counsel and Secretary
 
 














3




Index to Exhibits


Exhibit
Number
 
 
Description of the Exhibit
 
99.1
 
 
Press release dated December 27, 2012.
 
 
 
 
 
 












4
EX-99.1 2 exhibit991tsopressrelease.htm EXHIBIT 99.1 Exhibit 99.1 TSO Press Release
Exhibit 99.1


 
CONTACTS:
 
 
 
Media:
 
210-626-7702
 
 
 
media@tsocorp.com
 
Investors:
 
Louie Rubiola
 
 
 
210-626-4355


TESORO ANNOUNCES ELECTION OF MARY PAT MCCARTHY TO BOARD OF DIRECTORS

SAN ANTONIO - December 27, 2012 - Tesoro Corporation (NYSE:TSO) today announced the appointment of Mary Pat McCarthy to the Company's Board of Directors, increasing the Board from nine to ten members, effective December 20, 2012.

Ms. McCarthy in 2011 retired from her position as Vice Chair of KPMG LLP, the U.S. member firm of the global audit, tax and advisory services firm. She joined KPMG LLP in 1977 and was admitted to partnership in 1987. Ms. McCarthy held numerous senior leadership roles with KPMG, including Executive Director of the KPMG Audit Committee Institute (2008-2011); Leader of the KPMG Client Care Program (2007-2008); U.S. Leader, Industries and Markets; and Global Leader, Information, Communication and Entertainment Practice. She also served on the KPMG Management and Operations Committees.

Ms. McCarthy graduated Magna Cum Laude with a Bachelor of Science in Business Administration from Creighton University. She attended the KPMG International Development Program at the University of Pennsylvania's Wharton School; and is a licensed Certified Public Accountant in California, Kansas and Missouri.

She is an author of several books on risk, strategy and business transformation; is a contributing author to National Association of Corporate Directors (NACD) Blue Ribbon Commission Reports; and frequently speaks at conferences and other forums on audit committee effectiveness and corporate governance. Ms. McCarthy also serves as a director of Mutual of Omaha, a mutual insurance company.

“We are very pleased to welcome Mary Pat to our Board of Directors,” said Greg Goff, president and CEO, Tesoro. Her strong leadership and significant financial, governance, and accounting expertise will bring additional strengths and new perspectives to our Board.”

About Tesoro Corporation
Tesoro Corporation, a Fortune 150 company, is an independent refiner and marketer of petroleum products.  Tesoro, through its subsidiaries, operates seven refineries in the western United States with a combined capacity of approximately 675,000 barrels per day.  Tesoro's retail-marketing system includes nearly 1,390 branded retail stations, of which 595 are company operated under the Tesoro®, Shell® and USA Gasoline brands.