8-KLeadership ChangesExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Executive Changes (Jan 19, 2007)

Filed January 19, 2007For Securities:VLO

Summary

This 8-K filing from Valero Energy Corporation (VLO), dated January 19, 2007, announces significant changes in its leadership and executive compensation. Notably, William E. Greehey has resigned as Chairman of the Board, and William R. Klesse, already CEO, has been elected to succeed him as Chairman. This transition is effective as of January 17-18, 2007. Furthermore, the filing details the approval of 2006 bonus awards for named executive officers under the Annual Bonus Plan. In parallel, a Change of Control Severance Agreement was entered into with the newly appointed Chairman and CEO, William R. Klesse, effective January 18, 2007, indicating a focus on executive retention and security during potential future corporate changes. These events are important for investors to understand the company's leadership continuity and executive incentive structures.

Key Highlights

  • 1William E. Greehey resigned as Director and Chairman of the Board on January 17, 2007.
  • 2William R. Klesse, CEO, was elected as the new Chairman of the Board, effective January 18, 2007.
  • 3The Compensation Committee approved 2006 bonus awards for principal executive officer, principal financial officer, and named executive officers.
  • 4The independent directors ratified and approved the CEO's bonus award on January 18, 2007.
  • 5Valero entered into a Change of Control Severance Agreement with CEO William R. Klesse, effective January 18, 2007.
  • 6The filing includes the Change of Control Severance Agreement as an exhibit.
  • 7References are made to the Valero Energy Corporation Annual Bonus Plan and its amendments for bonus award details.

Frequently Asked Questions

The 8-K filing states William E. Greehey resigned as Director and Chairman of the Board on January 17, 2007. The filing does not provide specific reasons for his resignation, only that it occurred.

This agreement provides specific severance benefits to William R. Klesse, the CEO and now Chairman, in the event of a 'change of control' at Valero Energy. This is often designed to incentivize executive leadership to remain with the company and ensure a smooth transition during potential acquisition or merger scenarios, offering financial protection to the executive.

The filing confirms that bonus awards for 2006 were approved for the principal executive officer, principal financial officer, and named executive officers under the Valero Energy Corporation Annual Bonus Plan. While the plan documents are incorporated by reference, the specific amounts awarded to each executive are not detailed in this particular 8-K filing.

Incorporated by reference means that the details of the Valero Energy Corporation Annual Bonus Plan and its January 1, 2006 amendment are considered part of this filing, even though the full text is not reprinted here. Investors can find the complete terms and conditions of the bonus plan in the previously filed documents (Form 10-Q for June 30, 2004, and Form 8-K filed January 20, 2006) to understand how bonuses are determined.