8-KLeadership ChangesExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Executive Changes (Oct 22, 2008)

Filed October 22, 2008For Securities:VLO

Summary

Valero Energy Corporation's (VLO) 8-K filing on October 22, 2008, primarily details executive personnel changes and related compensation adjustments. The most significant update is the appointment of Kimberly S. Bowers as Executive Vice President and General Counsel, effective October 16, 2008. This promotion reflects her expanded responsibilities within the company's legal, commercial, environmental, governmental affairs, and health & safety departments. The filing also confirms that compensation packages for named executive officers were reviewed, with Ms. Bowers receiving a base salary increase and equity awards as part of her new role.

Key Highlights

  • 1Kimberly S. Bowers appointed Executive Vice President and General Counsel.
  • 2Ms. Bowers' responsibilities will encompass commercial and environmental law, litigation, labor, ad valorem tax, governmental affairs, and HSE.
  • 3Ms. Bowers' annual base salary increased to $494,000, effective January 1, 2009.
  • 4Ms. Bowers was granted 60,375 stock options with an exercise price of $17.11.
  • 5Ms. Bowers was granted 16,280 restricted shares of common stock.
  • 6Both stock options and restricted shares vest in increments starting in October 2009.
  • 7The company also authorized other compensation adjustments for named executive officers, generally consistent with prior arrangements.

Frequently Asked Questions

This 8-K filing serves to announce the appointment of a new Executive Vice President and General Counsel, Kimberly S. Bowers, and to disclose related compensation adjustments for her and other named executive officers. It also provides information on the stock incentive plan under which these awards were made.

As Executive Vice President and General Counsel, Ms. Bowers will oversee Valero's commercial and environmental law departments, litigation, labor, ad valorem tax, governmental affairs, and health, safety, and environmental (HSE) departments.

Ms. Bowers received 60,375 stock options with an exercise price of $17.11 per share, set to expire in October 2015. She also received 16,280 restricted shares of common stock. Both awards are subject to vesting schedules beginning in October 2009.

Yes, the Board of Directors authorized grants of stock options and restricted shares, along with increases in annual base salaries for certain other named executive officers. These changes were described as materially consistent with previous compensation arrangements.