8-KLeadership ChangesMaterial AgreementsExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Material Agreement (Sep 21, 2005)

Filed September 21, 2005For Securities:VLO

Summary

This Form 8-K filing for Valero Energy Corporation (VLO) primarily announces a change in its Board of Directors. Effective September 19, 2005, Robert A. Profusek was elected to the board. This appointment is significant as it involves the entry into material definitive agreements related to his compensation as a non-employee director. Mr. Profusek will be eligible for equity compensation grants, including restricted stock and stock options, under Valero's existing plans for non-employee directors. He will also serve on the Compensation Committee and the Nominating/Governance Committee of the board. Investors should note that the details of these compensation arrangements and the plans themselves have been previously filed and are incorporated by reference.

Key Highlights

  • 1Robert A. Profusek elected to Valero Energy Corporation's Board of Directors, effective September 19, 2005.
  • 2Mr. Profusek's election triggers material definitive agreements regarding his director compensation.
  • 3Compensation includes eligibility for equity grants under the Restricted Stock Plan for Non-Employee Directors (NED RS Plan).
  • 4Compensation includes eligibility for stock option grants under the Non-Employee Director Stock Option Plan (NED SO Plan).
  • 5Mr. Profusek will receive standard non-employee director fees.
  • 6He has been appointed to the Board's Compensation Committee and Nominating/Governance Committee.

Frequently Asked Questions

The primary purpose of this filing is to report the election of a new director, Robert A. Profusek, to Valero Energy Corporation's Board of Directors and to disclose the associated compensation arrangements as a non-employee director.

Mr. Profusek is eligible to receive equity compensation grants under Valero's Restricted Stock Plan for Non-Employee Directors and Non-Employee Director Stock Option Plan. He will also receive the standard fees paid to the company's non-employee directors.

The forms of the agreements and the plans themselves (Valero Energy Corporation Restricted Stock Plan for Non-Employee Directors and Non-Employee Director Stock Option Plan) have been previously filed with the SEC and are incorporated by reference in this report. Specific details can be found in Valero's proxy statement for its 2005 annual meeting of stockholders and prior 8-K filings dated March 16, 2005.

Mr. Profusek has been appointed to serve on the Board's Compensation Committee and Nominating/Governance Committee.