Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2020 annual meeting of the stockholders of
(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 ofKPMG LLP to serve as Valero's independent registered public accounting firm for the fiscal year endingDecember 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
Item 8.01 Other Events.
On
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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