Valero Energy Corporation

05/08/2026 | Press release | Distributed by Public on 05/08/2026 12:56

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 7, 2026, Eric A. Fisher, Senior Vice President Product Supply, Trading and Wholesale of Valero Energy Corporation ("Valero"), informed Valero that he intends to retire on or about July 1, 2026. In the interim, Mr. Fisher plans to help transition his responsibilities internally as part of Valero's succession plan.
Item 5.07Submission of Matters to a Vote of Security Holders.
The 2026 annual meeting of Valero's stockholders was held on May 7, 2026. 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 19, 2026 ("Proxy Statement").
(1)Proposal 1: Election of directors. The election of each director nominee to serve until Valero's 2027 annual meeting of stockholders was approved as follows:
Fred M. Diaz
shares voted
required vote *
vote received
for
235,395,943
>50.0
%
99.17
%
against
1,968,115
abstain
365,473
broker non-votes
32,350,874
H. Paulett Eberhart
shares voted
required vote *
vote received
for
227,805,828
>50.0
%
95.96
%
against
9,568,953
abstain
354,750
broker non-votes
32,350,874
Marie A. Ffolkes
shares voted
required vote *
vote received
for
235,148,172
>50.0
%
99.05
%
against
2,237,440
abstain
343,919
broker non-votes
32,350,874
Kimberly S. Greene
shares voted
required vote *
vote received
for
232,851,492
>50.0
%
98.15
%
against
4,387,039
abstain
491,000
broker non-votes
32,350,874
2
Deborah P. Majoras
shares voted
required vote *
vote received
for
224,554,250
>50.0
%
94.59
%
against
12,826,398
abstain
348,883
broker non-votes
32,350,874
Eric D. Mullins
shares voted
required vote *
vote received
for
235,492,696
>50.0
%
99.20
%
against
1,876,549
abstain
360,286
broker non-votes
32,350,874
Robert L. Reymond
shares voted
required vote *
vote received
for
236,298,023
>50.0
%
99.55
%
against
1,064,736
abstain
366,772
broker non-votes
32,350,874
R. Lane Riggs
shares voted
required vote *
vote received
for
229,163,793
>50.0
%
96.58
%
against
8,096,773
abstain
468,965
broker non-votes
32,350,874
Randall J. Weisenburger
shares voted
required vote *
vote received
for
227,949,897
>50.0
%
96.03
%
against
9,414,734
abstain
364,900
broker non-votes
32,350,874
Rayford Wilkins, Jr.
shares voted
required vote *
vote received
for
225,849,760
>50.0
%
95.15
%
against
11,509,989
abstain
369,782
broker non-votes
32,350,874
(2)Proposal 2: Advisory vote to approve the 2025 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
219,278,133
>50.0
%
92.23
%
against
17,564,158
abstain
887,240
broker non-votes
32,350,874
3
(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, 2026. The proposal was approved as follows:
Proposal 3
shares voted
required vote *
vote received
for
260,740,157
>50.0
%
96.54
%
against
8,874,264
abstain
465,984
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.
Valero Energy Corporation published this content on May 08, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 08, 2026 at 18:56 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]