Form 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): May 3, 2018

 

 

VALERO ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-13175   74-1828067

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

One Valero Way

San Antonio, Texas

  78249
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (210) 345-2000

 

 

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. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

  (b) As previously announced (and disclosed on Form 8-K), Michael S. Ciskowski retired on May 3, 2018, from his position as Executive Vice President and Chief Financial Officer of Valero Energy Corporation (“Valero”).

Effective May 3, 2018, director Susan Kaufman Purcell retired from Valero’s board of directors in accordance with the terms of Valero’s director retirement policy.

 

  (c) As previously announced (and disclosed on Form 8-K), effective May 3, 2018, the board elected Donna M. Titzman to serve as Executive Vice President and Chief Financial Officer of Valero.

 

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

The 2018 annual meeting of the stockholders of Valero was held May 3, 2018. 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

     324,131,832        >50.0     99.17

against

     2,704,621       

abstain

     810,512       

broker non-votes

     46,647,173       

 

Joseph W. Gorder

   shares voted      required vote *     vote received  

for

     296,626,550        >50.0     92.05

against

     25,607,195       

abstain

     5,413,220       

broker non-votes

     46,647,173       

 

Kimberly S. Greene

   shares voted      required vote *     vote received  

for

     326,326,873        >50.0     99.76

against

     778,876       

abstain

     541,216       

broker non-votes

     46,647,173       

 

Deborah P. Majoras

   shares voted      required vote *     vote received  

for

     312,281,374        >50.0     97.56

against

     7,805,158       

abstain

     7,560,433       

broker non-votes

     46,647,173       

Donald L. Nickles

   shares voted      required vote *     vote received  

for

     320,560,580        >50.0     98.00

against

     6,539,863       

abstain

     546,522       

broker non-votes

     46,647,173       


Philip J. Pfeiffer

   shares voted      required vote *     vote received  

for

     326,070,359        >50.0     99.69

against

     1,019,257       

abstain

     557,349       

broker non-votes

     46,647,173       

 

Robert A. Profusek

   shares voted      required vote *     vote received  

for

     316,507,420        >50.0     96.79

against

     10,503,732       

abstain

     635,813       

broker non-votes

     46,647,173       

 

Stephen M. Waters

   shares voted      required vote *     vote received  

for

     325,286,079        >50.0     99.45

against

     1,802,033       

abstain

     558,853       

broker non-votes

     46,647,173       

 

Randall J. Weisenburger

   shares voted      required vote *     vote received  

for

     326,196,029        >50.0     99.73

against

     872,102       

abstain

     578,834       

broker non-votes

     46,647,173       

 

Rayford Wilkins, Jr.

   shares voted      required vote *     vote received  

for

     325,513,526        >50.0     99.52

against

     1,578,758       

abstain

     554,681       

broker non-votes

     46,647,173       

 

  (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, 2018. The proposal was approved as follows:

 

Proposal 2

   shares voted      required vote *     vote received  

for

     367,335,269        >50.0     98.14

against

     6,138,180       

abstain

     820,689       

broker non-votes

     n/a       

 

  (3) Proposal 3: Advisory vote to ratify the 2017 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

     283,510,365        >50.0     86.53

against

     42,441,494       

abstain

     1,695,106       

broker non-votes

     46,647,173       


  (4) Proposal 4: Amend Valero’s Restated Certificate of Incorporation to remove supermajority vote requirements. The proposal failed. Votes were cast as follows:

 

Proposal 4

   shares voted      required vote *     vote received  

for

     325,057,291        at least 80.0     75.43

against

     1,765,577       

abstain

     824,097       

broker non-votes

     46,647,173       

 

  (5) Proposal 5: Amend Valero’s Restated Certificate of Incorporation to permit stockholders to act by written consent. The proposal failed. Votes were cast as follows:

 

Proposal 4

   shares voted      required vote *     vote received  

for

     300,062,376        at least 80.0     69.63

against

     26,605,058       

abstain

     979,531       

broker non-votes

     46,647,173       

 

* 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 and 3 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. Proposals 4 and 5 required approval by the affirmative vote of the holders of at least 80 percent of the voting power of the outstanding shares of Valero. On the record date for the annual meeting, there were 430,922,297 shares of Valero’s common stock outstanding.

Effect of abstentions. Shares voted to abstain are treated as “present” for purposes of determining a quorum. In the election of directors, 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 and 3), or the affirmative vote of at least 80 percent of the voting power of the outstanding shares of Valero (Proposals 4 and 5), 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. But 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, 4 and 5). 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.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    VALERO ENERGY CORPORATION
Date: May 8, 2018     by:  

      /s/ Jay D. Browning

      Jay D. Browning
      Executive Vice President and
            General Counsel