8-KLeadership ChangesExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Executive Changes (Oct 31, 2007)

Filed October 31, 2007For Securities:VLO

Summary

Valero Energy Corporation (VLO) filed an 8-K on October 31, 2007, primarily detailing significant executive personnel changes and their associated compensation adjustments. The most notable event is the promotion of Richard J. Marcogliese to Executive Vice President and Chief Operating Officer, expanding his responsibilities to include commercial operations in addition to refining. This report also outlines adjustments to the annual base salaries for several key executive officers, effective January 1, 2008, along with grants of stock options, restricted stock, and performance share awards under the Company's 2005 Omnibus Stock Incentive Plan. These compensation arrangements are designed to incentivize and retain executive talent, with performance-based awards tied to the company's total shareholder return relative to its peers.

Key Highlights

  • 1Richard J. Marcogliese promoted to Executive Vice President and Chief Operating Officer, adding commercial operations to his oversight.
  • 2Executive base salaries increased for key officers, effective January 1, 2008, with specific new amounts disclosed for Marcogliese, Ciskowski, and Gorder.
  • 3Stock options granted to executive officers under the 2005 Omnibus Stock Incentive Plan, with the CEO receiving the largest grant of 110,000 options.
  • 4Restricted stock awards issued to executive officers, also under the 2005 Omnibus Stock Incentive Plan, with the CEO receiving 45,000 shares.
  • 5Performance share awards granted to executives, contingent on the company's total shareholder return ranking against its peer group.
  • 6Stock options have an exercise price of $71.45, based on the average high/low sales price on the NYSE on the grant date.
  • 7The press release announcing Marcogliese's promotion is attached as an exhibit, providing further context on this key leadership change.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report significant corporate events, specifically the promotion of Richard J. Marcogliese to Chief Operating Officer and the associated compensation adjustments for certain executive officers, including base salary increases and equity awards.

Stock options and restricted stock awards were granted to several executive officers, including William E. Klesse (CEO), Gregory C. King (President), Richard J. Marcogliese (EVP & COO), Michael S. Ciskowski (EVP & CFO), Joseph W. Gorder (EVP - Marketing and Supply), and S. Eugene Edwards (EVP - Corporate Development and Strategic Planning).

Performance share awards are contingent upon Valero's total shareholder return over rolling three-year periods, compared to a peer group. Vesting and payout are determined by the company's quartile ranking within its peer group, with higher rankings leading to greater payouts.

The stock options have an exercise price of $71.45 per share. This price is based on the average of the high and low reported sales prices of Valero's common stock on the New York Stock Exchange on the date of the grant, as per the 2005 Omnibus Stock Incentive Plan.