8-KLeadership Changes

VALERO ENERGY CORP/TX 8-K Report, Executive Changes (Feb 14, 2014)

Filed February 14, 2014For Securities:VLO

Summary

This 8-K filing from Valero Energy Corporation (VLO) on February 14, 2014, primarily details the retirement of S. Eugene Edwards, Executive Vice President-Chief Development Officer and Optimization, effective April 30, 2014. The announcement includes a compensation arrangement for Mr. Edwards, which is of direct interest to investors concerned with executive compensation and potential cash outflows. The key aspects of the compensation package include a lump-sum payment of $3,250,000, acceleration of restricted stock upon his termination date, and continued participation in benefit plans as a retiree. While performance shares will be forfeited, outstanding stock options will continue to vest and be exercisable according to their original schedules. This disclosure provides transparency regarding executive separation and associated financial implications for the company.

Key Highlights

  • 1S. Eugene Edwards, EVP-Chief Development Officer and Optimization, resigned from all officer and director positions.
  • 2Mr. Edwards will retire from Valero Energy Corporation on April 30, 2014.
  • 3A compensation arrangement was entered into with Mr. Edwards in connection with his retirement.
  • 4Valero will pay Mr. Edwards a lump sum of $3,250,000, less applicable withholdings, within 15 days of his termination date.
  • 5Outstanding restricted stock granted to Mr. Edwards will be accelerated effective on the termination date.
  • 6Outstanding stock options will remain subject to vesting and exercisable per original schedules.
  • 7Mr. Edwards will forfeit outstanding performance shares upon his termination date.
  • 8Mr. Edwards will be eligible to participate in the Company's retiree medical plan.

Frequently Asked Questions

The main purpose of this 8-K filing is to report the retirement of S. Eugene Edwards, Executive Vice President-Chief Development Officer and Optimization, and to disclose the terms of his compensation arrangement with Valero Energy Corporation.

Mr. Edwards will receive a lump sum payment of $3,250,000, less applicable withholdings. Additionally, his outstanding restricted stock will be accelerated, and his stock options will continue to vest and be exercisable according to their original schedules. Performance shares will be forfeited.

Mr. Edwards's employment with Valero will continue through April 30, 2014, at which point he will retire from the Company.

Yes, Mr. Edwards will be considered a retiree and will be eligible to participate in Valero's benefit and incentive plans, subject to their terms. This includes participation in the Company's retiree medical plan on the same terms as similarly situated employees.