8-KOther EventsExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Corporate Update (May 24, 2011)

Filed May 24, 2011For Securities:VLO

Summary

Valero Energy Corporation filed an 8-K on May 24, 2011, to provide an updated description of its capital stock and certain anti-takeover provisions. This filing primarily serves to inform shareholders about the structure and rights associated with Valero's common and preferred stock, as well as the protective measures in place concerning corporate control. Key details include the authorized and outstanding shares of common stock, voting rights, dividend participation, and liquidation preferences. The company also outlines its authorized but unissued preferred stock, noting its potential use for acquisitions and its ability to influence common shareholder rights. The report emphasizes existing anti-takeover provisions under Delaware law and within Valero's corporate documents, such as fair price provisions and director liability limitations, designed to deter hostile takeovers and ensure shareholder interests are considered in major transactions.

Key Highlights

  • 1Valero Energy's 8-K filing provides a comprehensive overview of its common and preferred stock structures.
  • 2As of April 29, 2011, Valero had 1,200,000,000 authorized shares of common stock, with 570,250,193 outstanding.
  • 3Common stockholders are entitled to one vote per share and share equally in dividends, subject to preferred stock obligations.
  • 4Valero has 20,000,000 authorized shares of preferred stock, none of which were outstanding as of April 29, 2011.
  • 5The company's Certificate of Incorporation includes a 'fair price' provision requiring a supermajority vote for business combinations with interested stockholders (15%+ ownership).
  • 6Delaware General Corporation Law Section 203, an anti-takeover statute, restricts business combinations with interested stockholders for three years unless specific conditions are met.
  • 7Provisions are in place to limit director liability for certain breaches of fiduciary duty, while retaining liability for bad faith acts or intentional misconduct.

Frequently Asked Questions

This 8-K filing's primary purpose is to provide shareholders with a detailed description of Valero Energy Corporation's capital stock, including its common and preferred stock. It also outlines various provisions within the company's charter and bylaws that are designed to protect against hostile takeovers and manage corporate governance.

Valero's common stock has 1,200,000,000 authorized shares, with over 570 million outstanding as of April 29, 2011. Each share carries one vote, participates equally in dividends (subject to preferred stock rights), and shares ratably in assets upon liquidation. Common stock does not have cumulative voting rights, preemptive rights, or conversion privileges.

Yes, Valero has several anti-takeover provisions. These include a 'fair price' provision in its Certificate of Incorporation requiring supermajority shareholder approval for business combinations with significant stockholders, and compliance with Delaware's Section 203 anti-takeover statute. Additionally, provisions in its Certificate of Incorporation and Bylaws require high voting thresholds (e.g., 80%) for amending certain corporate governance rules.

Valero has authorized 20,000,000 shares of preferred stock, which can be issued in series with varying rights and preferences as determined by the board of directors. However, as of April 29, 2011, no shares of preferred stock were outstanding. The potential issuance of preferred stock could be used for corporate purposes like acquisitions and might impact common stockholders' voting power and financial rights.