8-KMaterial AgreementsExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Material Agreement (Mar 16, 2005)

Filed March 16, 2005For Securities:VLO

Summary

This 8-K filing from Valero Energy Corporation (VLO), dated March 15, 2005, primarily concerns amendments to the compensation structure for its non-employee directors, effective March 10, 2005. The company has revised the annual retainer, meeting attendance fees, and additional compensation for committee chairpersons. Furthermore, Valero is enhancing its equity-based compensation for non-employee directors through updated Restricted Stock and Stock Option Plans. These changes aim to align director interests more closely with those of Valero's stockholders by providing annual grants of restricted stock valued at $60,000, vesting over three years, and annual grants of stock options. The filing also details provisions for vesting acceleration in the event of a Change of Control and anti-dilution adjustments, providing a clear framework for director compensation and incentivization.

Key Highlights

  • 1Valero Energy Corporation revised its compensation structure for non-employee directors, effective March 10, 2005.
  • 2Annual retainer for non-employee directors increased to $60,000.
  • 3Meeting attendance fees established at $1,500 for in-person and $1,000 for telephonic attendance.
  • 4Committee chairpersons will receive additional annual compensation ($20,000 for Audit/Compensation, $10,000 for others).
  • 5Annual grants of restricted stock valued at $60,000, vesting over three years, will be awarded under the updated Restricted Stock Plan.
  • 6Annual grants of stock options will be provided, with new directors receiving an initial grant of 5,000 options and existing directors receiving 1,000 additional options annually.
  • 7Vesting acceleration for restricted stock and stock options in the event of a Change of Control is included in the new plans.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose the revised compensation structure for Valero Energy Corporation's non-employee directors, including changes to retainers, meeting fees, and the introduction of new equity-based compensation plans (Restricted Stock Plan and Stock Option Plan).

Non-employee directors will receive an annual retainer of $60,000, plus fees for meeting attendance. Additionally, they will receive an annual grant of restricted stock valued at $60,000, vesting over three years, and annual stock option grants.

In the event of a Change of Control, all unvested shares of restricted stock and unexercised stock options previously granted under the respective plans will immediately become vested or exercisable.

Yes, committee chairpersons will receive additional annual compensation. The chairpersons of the Audit or Compensation Committee will receive an extra $20,000 annually, while chairpersons of other committees will receive an additional $10,000 annually.