8-KLeadership ChangesExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Executive Changes (Nov 14, 2012)

Filed November 14, 2012For Securities:VLO

Summary

Valero Energy Corporation (VLO) filed an 8-K on November 14, 2012, reporting significant executive changes and compensation arrangements. Key among these is the appointment of Joseph W. Gorder as President and Chief Operating Officer, effective January 1, 2013. Mr. Gorder, previously Executive Vice President and COO, will continue to oversee refining, commercial operations, marketing, supply, and transportation, building on his extensive experience within Valero. Additionally, the company announced equity incentive grants to its named executive officers under the 2011 Omnibus Stock Incentive Plan. These grants include stock options, restricted shares, and performance shares, designed to align executive compensation with the company's performance and shareholder value.

Key Highlights

  • 1Joseph W. Gorder appointed President and Chief Operating Officer, effective January 1, 2013.
  • 2Mr. Gorder will continue to manage refining, commercial operations, marketing, supply, and transportation.
  • 3Equity incentive grants approved for "named executive officers" under the 2011 Omnibus Stock Incentive Plan.
  • 4Grants include stock options with performance-based vesting conditions tied to stock price.
  • 5Restricted stock grants vest over three years, beginning November 9, 2013.
  • 6Performance shares vest based on company performance, with payouts ranging from 0% to 200%.
  • 7Specific grant details for CEO William R. Klesse and other named executive officers are provided.

Frequently Asked Questions

Joseph W. Gorder has been appointed as President and Chief Operating Officer, effective January 1, 2013. He was previously Executive Vice President and Chief Operating Officer.

The company granted stock options, restricted shares of common stock, and performance shares to its named executive officers under the 2011 Omnibus Stock Incentive Plan.

Yes, the stock options become exercisable only if the reported market price of Valero's Common Stock on the NYSE equals or exceeds a price that is 25 percent greater than the options' exercise price. They also vest annually in one-third increments starting November 9, 2013.

The performance shares are subject to vesting in three annual increments starting in January 2014, based on the company's performance. Upon vesting, they are payable in shares of Common Stock, with payouts ranging from zero to 200 percent of the vested number.