DEFA14A 1 d79961dadefa14a.htm DEFA14A defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )
Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o   Preliminary Proxy Statement
 
o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
o   Definitive Proxy Statement
 
ý   Definitive Additional Materials
 
o   Soliciting Material Pursuant to §240.14a-12
TESORO CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý   No fee required.
 
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)   Title of each class of securities to which transaction applies:
 
  (2)   Aggregate number of securities to which transaction applies:
 
  (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
  (4)   Proposed maximum aggregate value of transaction:
 
  (5)   Total fee paid:
o   Fee paid previously with preliminary materials.
 
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
  (1)   Amount Previously Paid:
 
  (2)   Form, Schedule or Registration Statement No.:
 
  (3)   Filing Party:
 
  (4)   Date Filed:

 

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
to be held on May 4, 2011, for Tesoro Corporation
This communication is not a form of voting and presents only an overview of the more complete proxy materials, which contain important information and are available to you on the Internet or by mail. We encourage you to access and review all of the information contained in the proxy materials before voting. To view the proxy statement and annual report, go to www.proxydocs.com/tso. To submit your proxy while visiting this site, you will need the 12 digit control number in the box below.
             
             
 
 
          
 
 
          
 
 
          
             
Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the Internet. We have chosen to use these procedures for our 2011 Annual Meeting and need YOUR participation.
If you want to receive a paper or e-mail copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before April 25, 2011 to facilitate timely delivery.


(ARROW)
 
For a Convenient Way to VIEW Proxy Materials

– and –
VOTE Online go to: www.proxydocs.com/tso
 
(ARROW)


Proxy materials may be requested by one of the following methods:
                             
                             
 
 
                          
 
(INTERNET LOGO)
          (TELEPHONE LOGO)           (MAIL LOGO)  
 
INTERNET
          TELEPHONE           *E-MAIL  
 
www.investorelections.com/tso
          (866) 648-8133           paper@investorelections.com  
 
 
                          
                             
 
 
                          
  You must use the 12 digit control number
located in the shaded gray box below.
   * 
If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions or other inquiries should be included with your e-mail requesting material.
                       
                       
 
                      
 
              ACCOUNT NO.   SHARES  
 
                     
                       

Tesoro Corporation Notice of Annual Meeting
         
 
  Date:   Wednesday, May 4, 2011
  Time:   4:00 P.M. (Central Time)
  Location:   Tesoro Corporation, 19100 Ridgewood
Parkway, San Antonio, Texas 78259
The purpose of the Annual Meeting is to take action on the following proposals:
The Board of Directors recommends that you vote “FOR” the election of each of the nominees for director.
1.   Election of 8 Directors (all nominated as directors to serve for the term indicated in the proxy statement):
                 
     Nominees
  01 Rodney F. Chase   03 Robert W. Goldman   05 J.W. Nokes   07 Michael E. Wiley
 
  02 Gregory J. Goff   04 Steven H. Grapstein   06 Susan Tomasky   08 Patrick Y. Yang
The Board of Directors recommends that you vote “FOR” proposals 2, 4 and 5, “1 YEAR” on proposal 3 and AGAINST proposal 6.
2.   To conduct an advisory vote on executive compensation;
 
3.   To conduct an advisory vote on the frequency of future advisory votes on executive compensation;
 
4.   To approve the Tesoro Corporation 2011 Long-Term Incentive Plan;
 
5.   To ratify the appointment of Ernst & Young LLP as our independent auditors for fiscal year 2011; and
 
6.   If properly presented at the annual meeting, to consider a stockholder proposal regarding a safety report.
PLEASE NOTE: YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares, you must vote on the Internet, by telephone or request a paper copy of the proxy materials to receive a proxy card. Directions to the Tesoro Corporation 2011 Annual Meeting are available at www.tsocorp.com under the heading “Investors”.
Vote in Person Instructions: While we encourage stockholders to vote by the means indicated above, a stockholder is entitled to vote in person at the annual meeting. Additionally, a stockholder who has submitted a proxy before the meeting can revoke that proxy by attending the meeting and voting in person.