8-KLeadership ChangesMaterial AgreementsExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Material Agreement (Feb 3, 2005)

Filed February 3, 2005For Securities:VLO

Summary

This 8-K filing from Valero Energy Corporation (VLO), filed on February 3, 2005, primarily concerns updates and restatements related to its executive and director compensation plans, effective as of December 31, 2004. The company has amended and restated its 2001 Executive Stock Incentive Plan and its Non-Employee Director Stock Option Plan. Additionally, it has filed forms of performance award agreements for its CEO and other named executive officers, as well as forms of restricted stock and stock option agreements for non-employee directors. This filing is important for investors to understand the company's executive compensation structure and its alignment with performance and shareholder value, particularly following the close of the 2004 fiscal year.

Key Highlights

  • 1Valero Energy Corporation has amended and restated its 2001 Executive Stock Incentive Plan, effective December 31, 2004.
  • 2The company has also amended and restated its Non-Employee Director Stock Option Plan, effective December 31, 2004.
  • 3New performance award agreement forms for the Chief Executive Officer and other named executive officers have been filed.
  • 4Forms of restricted stock and stock option agreements for non-employee directors are included.
  • 5These filings update the company's compensation structures for key personnel and non-employee directors following the 2004 fiscal year.
  • 6The filing provides transparency into the equity-based compensation programs for VLO's leadership and board members.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose material updates and amendments to Valero Energy Corporation's executive and non-employee director compensation plans, specifically the 2001 Executive Stock Incentive Plan and the Non-Employee Director Stock Option Plan, which were restated and effective as of December 31, 2004. It also includes forms of new award agreements.

No, this specific 8-K filing focuses on Item 9.01, which deals with Financial Statements and Exhibits. The 'Exhibits' section lists newly filed or amended compensation plans and award agreements. No new financial statements or financial data are presented within this document.

This filing provides insight into Valero's executive and director compensation practices, including how equity-based incentives are structured. Investors can use this information to assess management's alignment with shareholder interests and understand potential future share dilution or equity awards. It reflects the company's governance and compensation philosophy as of the end of 2004.

The 'amended and restated' designation means that the company has made changes to existing executive and director incentive plans and has issued a new, consolidated version of these plans that supersedes prior versions. This is common practice to update terms, add new provisions, or ensure compliance with current regulations and business objectives.