VALERO ENERGY CORPORATION

(VLO)
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VALERO ENERGY CORP/TX : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

05/04/2022 | 06:05am EDT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

As previously announced, effective April 28, 2022, director Stephen M. Waters retired from Valero Energy Corporation's ("Valero") board of directors in accordance with the terms of Valero's director retirement policy.

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

The 2022 annual meeting of the stockholders of Valero was held April 28, 2022. 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.



Fred M. Diaz          shares voted       required vote *        vote received
for                     300,598,478                 >50.0 %               97.5 %
against                   7,638,498
abstain                     702,687
broker non-votes         46,282,296

H. Paulett Eberhart   shares voted       required vote *        vote received
for                     298,381,074                 >50.0 %               96.8 %
against                   9,878,275
abstain                     680,314
broker non-votes         46,282,296

Joseph W. Gorder      shares voted       required vote *        vote received
for                     275,309,745                 >50.0 %               89.3 %
against                  32,951,721
abstain                     678,197
broker non-votes         46,282,296

Kimberly S. Greene    shares voted       required vote *        vote received
for                     287,893,225                 >50.0 %               95.4 %
against                  13,996,148
abstain                   7,050,290
broker non-votes         46,282,296

Deborah P. Majoras    shares voted       required vote *        vote received
for                     301,126,130                 >50.0 %               97.7 %
against                   7,142,691
abstain                     670,842
broker non-votes         46,282,296

Eric D. Mullins       shares voted       required vote *        vote received
for                     304,438,414                 >50.0 %               98.8 %
against                   3,786,634
abstain                     714,615
broker non-votes         46,282,296

Donald L. Nickles     shares voted       required vote *        vote received
for                     295,958,263                 >50.0 %               96.0 %
against                  12,266,423
abstain                     714,977
broker non-votes         46,282,296

Philip J. Pfeiffer    shares voted       required vote *        vote received
for                     299,375,726                 >50.0 %               97.1 %
against                   8,834,928
abstain                     729,009
broker non-votes         46,282,296

Robert A. Profusek    shares voted       required vote *        vote received
for                     268,242,904                 >50.0 %               88.8 %
against                  33,812,138
abstain                   6,884,621
broker non-votes         46,282,296

--------------------------------------------------------------------------------

Randall J. Weisenburger   shares voted       required vote *        vote received
for                         291,302,784                 >50.0 %               94.5 %
against                      16,906,452
abstain                         730,427
broker non-votes             46,282,296

Rayford Wilkins, Jr.      shares voted       required vote *        vote received
for                         292,045,950                 >50.0 %               94.8 %
against                      16,179,445
abstain                         714,268
broker non-votes             46,282,296



    (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, 2022. The proposal was approved as follows:



Proposal 2         shares voted       required vote *        vote received
for                  350,553,664                 >50.0 %               98.7 %
against                4,038,260
abstain                  630,035
broker non-votes             n/a



    (3)  Proposal 3: Advisory vote to ratify the 2021 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                  214,049,091                 >50.0 %               69.3 %
against               93,556,015
abstain                1,334,557

broker non-votes 46,282,296




    (4)  Proposal 4: Stockholder report requesting that Valero issue an annual
         report disclosing near- and long-term greenhouse gas emissions reduction
         targets and a plan to achieve them. The proposal was not approved as
         follows:



Proposal 4         shares voted       required vote *        vote received
for                  131,050,415                 >50.0 %               42.4 %
against              147,124,378
abstain               30,764,870
broker non-votes      46,282,296



* 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 Valero, 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 or a plurality or majority of the votes cast.

--------------------------------------------------------------------------------

Item 8.01 Other Events.

Effective on April 28, 2022, 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 become nonforfeitable on the date of Valero's 2023 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) -
         incorporated by reference to Exhibit 10.02 to Valero's current report on
         Form 8-K dated April 30, 2019, and filed May 1, 2019 (SEC File
         No. 001-13175).

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

--------------------------------------------------------------------------------

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