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): December 8, 2010

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.

On December 8, 2010, the Board of Directors (“Board”) of Tesoro Corporation (“the Company”) increased the number of directors on the Board from eight to nine and elected Dr. Patrick Y. Yang as a Director effective immediately. The Board determined that Dr. Yang meets the independence requirements under the rules of the New York Stock Exchange and the Registrant’s independence standards and that there are no transactions between Dr. Yang and the Registrant that would require disclosure under Item 404(a) of Regulation S-K. Dr. Yang was appointed to both the Audit Committee and Environmental, Health and Safety Committee of the Board of Directors. Dr. Yang will receive a pro-rated portion of the Company’s non-employee director compensation which provides for an annual retainer of $220,000, payable 50% in cash and 50% in phantom stock units (cash denominated units which track the Company’s stock price). In addition, Dr. Yang will receive a grant of phantom stock units with a grant date fair value of $90,000, with the number of such phantom stock units determined based on the Company’s closing stock price on December 8, 2010, or 5,266 units. Pursuant to the non-employee director compensation program, phantom stock units received as part of the annual retainer or as an initial grant upon appointment as director, must be deferred for a minimum of three year before they may be distributed. Dr. Yang will stand for reelection at the 2011 Annual Meeting. The Press Release announcing Dr. Yang’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 issued December 9, 2010.

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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 9, 2010

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

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Index to Exhibits

Exhibit Number		Description
	99.1	Press Release issued December 9, 2010.

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EX-99.1

Exhibit 99.1

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Contact:

Investors:
Louie Rubiola, Director, Investor Relations, (210) 626-4355

Media:
Mike Marcy, Manager of External Affairs, (210) 626-4697

Tesoro Corporation Announces Election of Patrick Y. Yang to Board of Directors

SAN ANTONIO – December 9, 2010 – Tesoro Corporation (NYSE:TSO) announced today the election of Patrick Y. Yang, Ph.D., as a new member of the Board of Directors, increasing its size from eight to nine members.

     Mr. Yang, 62, is Head of Global Technical Operations for F. Hoffmann-La Roche Ltd., which operates in the pharmaceutical and diagnostics industry and sells products in more than 150 countries. He joined Roche in 2009 and is responsible for the company’s pharmaceutical manufacturing, process development, engineering, quality, regulatory, supply chain and procurement.

     “I am very excited about joining the Tesoro Board of Directors,” Mr. Yang said. “It’s evident there is a strong team spirit and a shared vision to make Tesoro the best company in the refining industry.”

     Before joining Roche, Mr. Yang worked for Genentech, Merck & Co., General Electric and Life Systems, during which time he developed significant experience with pharmaceuticals manufacturing, engineering, technology, and supply chain management. He previously served on the board of TaiMed Biologics.

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     “We are very fortunate to have Pat on our board,” said Tesoro President and CEO Greg Goff. “His over 30 years of experience in driving manufacturing excellence will be a great asset to Tesoro, while his diverse professional background will also bring a valued perspective to the board.”

     Mr. Yang earned a Bachelor of Science in Engineering from the National Chiaotung University in Taiwan, a Master of Science in Electrical Engineering from the University of Cincinnati and a Ph.D. in engineering from the Ohio State University.

     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 665,000 barrels per day. Tesoro’s retail-marketing system includes over 875 branded retail stations, of which over 380 are company operated under the Tesoroâ, Shellâ, Mirastarâ and USA Gasoline™ brands.

     This press release contains certain statements that are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 concerning the timing of certain transactions and anticipated quantity of retail stations represented by acquired contracts. For more information concerning factors that could affect these statements see our annual report on Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission. We undertake no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, after the date hereof.”

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