8-KShareholder Matters

VALERO ENERGY CORP/TX 8-K Report, Shareholder Vote Results (May 3, 2013)

Filed May 3, 2013For Securities:VLO

Summary

This 8-K filing from Valero Energy Corporation (VLO) reports on the outcomes of its 2013 Annual Meeting of Stockholders held on May 2, 2013. The key takeaway for investors is the overwhelmingly strong approval of the company's slate of directors, with each nominee receiving nearly unanimous support (over 90% of votes cast in most cases). Additionally, shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm and approved the executive compensation "say on pay" advisory resolution with substantial backing. Notably, a stockholder proposal regarding "Disclosure of Political Contributions" was not approved, failing to gain majority support. This indicates that the majority of voting shareholders did not wish to implement additional disclosure requirements in this area at the time. The high approval rates for director elections, auditor ratification, and executive compensation suggest a general alignment between management and its shareholders on these critical governance matters.

Key Highlights

  • 1All incumbent directors were re-elected with strong majority support, indicating shareholder confidence in the current board.
  • 2KPMG LLP was ratified as Valero's independent registered public accounting firm for fiscal year 2013 with over 98% of the votes cast in favor.
  • 3The advisory resolution on executive compensation ("say on pay") was approved, with over 94% of the votes cast in favor, showing shareholder endorsement of the company's compensation practices.
  • 4A stockholder proposal requesting "Disclosure of Political Contributions" did not pass, receiving only 36.99% of the votes cast in favor.
  • 5A significant number of broker non-votes were present, particularly on director elections and executive compensation proposals, which are important to consider when evaluating vote percentages.
  • 6The company's bylaws and NYSE rules regarding abstentions and broker non-votes were clearly outlined in the filing, providing transparency on voting mechanics.

Frequently Asked Questions

The primary outcomes were the re-election of all directors with strong shareholder support, the ratification of KPMG LLP as the independent auditor, and the approval of the executive compensation plan through the 'say on pay' vote. A stockholder proposal on political contribution disclosure was not approved.

All nominated directors received overwhelming support. For example, Deborah P. Majoras received 98.99% of the votes cast in favor, and Philip J. Pfeiffer received 98.98%. Even the director with the lowest percentage, Ruben M. Escobedo, still garnered 84.76% of the votes cast in favor.

The proposal did not receive the required majority vote. While 36.99% of the votes cast were in favor, the majority of shareholders (43.57% of votes cast, not including abstains and broker non-votes) voted against it or it was effectively a 'no' vote due to abstentions and broker non-votes impacting the calculation for this proposal.

Broker non-votes represent shares held by brokers for which they did not receive voting instructions from the beneficial owner. For proposals where brokers do not have discretionary voting power (like director elections and 'say on pay' in this case, with the exception of the auditor ratification), these votes are not counted towards the total 'votes cast,' which can influence the outcome. They also effectively act as a 'no' vote on proposals requiring a majority of shares present and entitled to vote. The significant number of broker non-votes (over 60 million shares) highlights the importance of shareholder engagement and providing voting instructions.