Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2020 annual meeting of the stockholders of Valero Energy Corporation was held April 30, 2020. 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.




H. Paulett Eberhart   shares voted       required vote *       vote received
for                     300,691,260            >50.0%                   99.40 %
against                   1,805,577
abstain                     622,523
broker non-votes         48,173,769

Joseph W. Gorder      shares voted       required vote *       vote received
for                     278,859,194            >50.0%                   92.68 %
against                  22,020,403
abstain                   2,239,763
broker non-votes         48,173,769

Kimberly S. Greene    shares voted       required vote *       vote received
for                     300,751,393            >50.0%                   99.42 %
against                   1,753,695
abstain                     614,272
broker non-votes         48,173,769

Deborah P. Majoras    shares voted       required vote *       vote received
for                     296,582,639            >50.0%                   98.05 %
against                   5,909,132
abstain                     627,589
broker non-votes         48,173,769

Eric D. Mullins       shares voted       required vote *       vote received
for                     300,299,935            >50.0%                   99.29 %
against                   2,161,443
abstain                     657,982
broker non-votes         48,173,769

Donald L. Nickles     shares voted       required vote *       vote received
for                     293,301,634            >50.0%                   96.97 %
against                   9,164,496
abstain                     653,230
broker non-votes         48,173,769

Philip J. Pfeiffer    shares voted       required vote *       vote received
for                     300,844,458            >50.0%                   99.46 %
against                   1,639,388
abstain                     635,514
broker non-votes         48,173,769

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Robert A. Profusek        shares voted       required vote *       vote received
for                         288,193,010            >50.0%                   95.74 %
against                      12,815,959
abstain                       2,110,391
broker non-votes             48,173,769

Stephen M. Waters         shares voted       required vote *       vote received
for                         295,706,261            >50.0%                   97.77 %
against                       6,742,809
abstain                         670,290
broker non-votes             48,173,769

Randall J. Weisenburger   shares voted       required vote *       vote received
for                         298,918,218            >50.0%                   98.83 %
against                       3,539,866
abstain                         661,276
broker non-votes             48,173,769

Rayford Wilkins, Jr.      shares voted       required vote *       vote received
for                         300,067,739            >50.0%                   99.21 %
against                       2,401,170
abstain                         650,451
broker non-votes             48,173,769


    (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, 2020. The proposal was approved as follows:


Proposal 2         shares voted       required vote *       vote received
for                  339,387,093            >50.0%                   96.61 %
against               10,896,334
abstain                1,009,702
broker non-votes             n/a


    (3) Proposal 3: Advisory vote to ratify the 2019 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                  276,103,462            >50.0%                   91.09 %
against               25,006,631
abstain                2,009,267
broker non-votes      48,173,769


    (4) Proposal 4: Approval of 2020 Omnibus Stock Incentive Plan. The proposal
        was approved as follows:


Proposal 3         shares voted       required vote *       vote received
for                  284,865,748            >50.0%                   93.98 %
against               16,966,534
abstain                1,287,078
broker non-votes      48,173,769

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* 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 the Company, 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.

Item 8.01 Other Events.

On April 30, 2020, 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 vest (become nonforfeitable) in full on the date of Valero's 2021 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).

  104        The cover page from this Current Report on Form 8-K, formatted in
             Inline XBRL (included as Exhibit 101).

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