8-K

VALERO ENERGY CORPORATION

Date: May 9, 2025

/s/ Richard J. Walsh

Richard J. Walsh

Executive Vice President and General Counsel

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 6, 2025

VALERO ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-13175

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

VLO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

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.

As previously announced, effective May 6, 2025, director Robert A. Profusek retired from the board of directors (the “Board”) of Valero Energy Corporation (“Valero”) in accordance with the terms of Valero’s director retirement policy.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The 2025 annual meeting of Valero’s stockholders was held on May 6, 2025. A quorum was present at the annual meeting as required by Valero’s bylaws. Set forth below are the final voting results on the matters voted on at the annual meeting, each of which were also described in Valero’s definitive proxy statement filed with the Securities and Exchange Commission on March 18, 2025, as supplemented on April 21, 2025 (together, the “Proxy Statement”).

(1)	Proposal 1: Election of directors. The election of each director nominee to serve until Valero’s 2026 annual meeting of stockholders was approved as follows:


Fred M. Diaz	shares voted		required vote *			vote received
for		242,147,907		>50.0	%		99.05	%
against		2,307,409
abstain		504,802
broker non-votes		33,486,474

H. Paulett Eberhart	shares voted		required vote *			vote received
for		237,031,225		>50.0	%		96.95	%
against		7,436,501
abstain		492,392
broker non-votes		33,486,474

Marie A. Ffolkes	shares voted		required vote *			vote received
for		242,545,952		>50.0	%		99.25	%
against		1,832,567
abstain		581,599
broker non-votes		33,486,474

Kimberly S. Greene	shares voted		required vote *			vote received
for		239,849,854		>50.0	%		98.09	%
against		4,647,500
abstain		462,764
broker non-votes		33,486,474

Deborah P. Majoras	shares voted		required vote *			vote received
for		226,600,016		>50.0	%		92.82	%
against		17,518,465
abstain		841,637
broker non-votes		33,486,474


Eric D. Mullins	shares voted		required vote *			vote received
for		239,739,231		>50.0	%		98.06	%
against		4,728,857
abstain		492,030
broker non-votes		33,486,474

R. Lane Riggs	shares voted		required vote *			vote received
for		230,526,605		>50.0	%		94.34	%
against		13,825,659
abstain		607,854
broker non-votes		33,486,474

Randall J. Weisenburger	shares voted		required vote *			vote received
for		228,384,881		>50.0	%		93.41	%
against		16,088,642
abstain		486,595
broker non-votes		33,486,474

Rayford Wilkins, Jr.	shares voted		required vote *			vote received
for		229,413,050		>50.0	%		93.84	%
against		15,056,183
abstain		490,885
broker non-votes		33,486,474

(2)	Proposal 2: Advisory vote to approve the 2024 compensation of Valero’s named executive officers, as described in the Proxy Statement. The proposal was approved as follows:


Proposal 2	shares voted		required vote *			vote received
for		183,190,791		>50.0	%		74.78	%
against		60,721,523
abstain		1,047,804
broker non-votes		33,486,474

(3)	Proposal 3: Ratify the appointment of KPMG LLP to serve as Valero’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The proposal was approved as follows:

Proposal 3

shares voted

required vote *

vote received

for

267,399,084

>50.0

96.03

against

10,358,540

abstain

688,968

broker non-votes

n/a

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. Any director nominee who does not receive a majority of the votes cast is required to submit an irrevocable resignation to the Board, and the Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation or take other action. The Board will, within 90 days following certification of the election results, publicly disclose its decision regarding any such resignation and the rationale behind the decision. Proposals 2 and 3 required approval by the affirmative vote of a majority of the voting power of the shares present in person or represented 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 represented by proxy and entitled to vote (Proposals 2 and 3), 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 3), 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 and 2). 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 represented by proxy and entitled to vote or a plurality or majority of the votes cast.

Item 8.01.

Other Events.

Effective on May 6, 2025, Valero entered into a Stock Unit Award Agreement with each of its non-employee directors who was re-elected at Valero’s 2025 annual meeting of stockholders. The grant of stock units, valued at $200,000 calculated pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation–Stock Compensation (with the number of units rounded up to avoid fractional units), 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) on the date of Valero’s 2026 annual meeting of stockholders, subject to an additional one-year holding period. The foregoing description of the stock units is qualified in its entirety by reference to the full text of the agreement governing the awards, the form of which is attached as Exhibit 10.01 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

10.01		Form of Stock Unit Award Agreement (with one-year hold provision) - incorporated by reference to Exhibit 10.01 to Valero’s current report on Form 8-K dated May 15, 2024, and filed May 20, 2024 (SEC File No. 001-13175).

104		Cover Page Interactive Data File (formatted as Inline XBRL).