8-K/AShareholder Matters

VALERO ENERGY CORP/TX 8-K/A Report, Shareholder Vote Results (Jan 25, 2012)

Filed January 25, 2012For Securities:VLO

Summary

This Form 8-K/A filing by Valero Energy Corporation (VLO) serves as an amendment to a previous 8-K dated April 28, 2011. The primary purpose of this amendment is to formally report the results of Valero's 2011 Annual Stockholder Meeting, specifically detailing the outcomes of various proposals voted upon. Investors will find information on director elections, amendments to the company's Certificate of Incorporation, ratification of the independent auditor, approval of the 2011 Omnibus Stock Incentive Plan, and advisory votes on executive compensation and political contribution disclosures. A significant outcome for investors is the advisory vote on executive compensation, where a substantial portion of shareholders voted against the compensation of named executive officers. Furthermore, the filing confirms Valero's decision to hold an annual advisory stockholder vote on executive compensation, as mandated by the Dodd-Frank Act. Several stockholder proposals concerning political contributions and accident risk reduction were not approved, indicating a divergence between shareholder sentiment on these specific issues and management's recommendations.

Key Highlights

  • 1Valero's 2011 Annual Stockholder Meeting saw the re-election of four Class II directors, all with high approval percentages (over 96%).
  • 2Shareholders approved an amendment to the Certificate of Incorporation to eliminate the board's classification (declassified board) with 82.54% of votes cast in favor.
  • 3The appointment of KPMG LLP as Valero's independent registered public accounting firm for fiscal year 2011 was overwhelmingly ratified with 98.89% of votes in favor.
  • 4The 2011 Omnibus Stock Incentive Plan was approved by a majority of shareholders (86.79% of votes cast).
  • 5An advisory vote on the ratification of 2010 executive compensation received mixed results, with 67.46% in favor and a significant 32.54% against, highlighting potential shareholder concerns.
  • 6Stockholders recommended holding advisory votes on executive compensation annually, with 95.00% of the votes cast in favor of a yearly vote.
  • 7Stockholder proposals regarding 'Disclosure of Political Contributions,' 'Review of Political Contributions,' and 'Report on Steps Taken to Reduce Risk of Accidents' were all not approved.

Frequently Asked Questions

This filing amends a previous 8-K to provide detailed results from Valero's 2011 Annual Stockholder Meeting, including voting outcomes on director elections, corporate governance changes, executive compensation, and various shareholder proposals.

There was an advisory vote to ratify the 2010 compensation of named executive officers. While a majority (67.46%) voted in favor, a significant portion (32.54%) voted against, indicating shareholder concern regarding executive pay.

Valero has determined to include an annual advisory stockholder vote on executive compensation in its proxy materials, following the recommendation from shareholders at the 2011 meeting and in compliance with regulatory requirements.

No, all three stockholder proposals related to the disclosure or review of political contributions and steps to reduce accident risk were not approved by the shareholders.