8-KShareholder Matters

VALERO ENERGY CORP/TX 8-K Report, Shareholder Vote Results (May 1, 2015)

Filed May 1, 2015For Securities:VLO

Summary

This 8-K filing reports on the results of Valero Energy Corporation's (VLO) 2015 Annual Stockholder Meeting held on April 30, 2015. The meeting saw overwhelming approval for the re-election of all ten directors, with each director receiving over 95% of the votes cast in their favor. Additionally, shareholders overwhelmingly ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2015, and approved the executive compensation as presented in the proxy statement. However, a stockholder proposal concerning "Greenhouse Gas Emissions" failed to gain majority support, indicating a divergence in opinion between the company's management and a portion of its shareholders on this specific environmental issue. The overall strong support for director elections and auditor ratification suggests continued confidence in the current board and governance, despite the rejection of the environmental proposal.

Key Highlights

  • 1All ten incumbent directors were overwhelmingly re-elected, receiving strong majority support from shareholders.
  • 2KPMG LLP was ratified as Valero's independent registered public accounting firm for the fiscal year 2015 with substantial approval.
  • 3The advisory resolution on 2014 executive compensation for named executive officers was approved by a significant majority of votes.
  • 4A stockholder proposal regarding 'Greenhouse Gas Emissions' failed to pass, receiving only 33.27% of the votes cast in favor.
  • 5The voting results indicate high levels of shareholder confidence in the company's leadership and financial oversight.
  • 6Broker non-votes were a notable factor in the voting tallies, particularly for director elections and executive compensation proposals, highlighting the importance of shareholder engagement.

Frequently Asked Questions

The main proposals voted on were the election of directors, the ratification of KPMG LLP as the independent auditor, an advisory vote on executive compensation, and a stockholder proposal on 'Greenhouse Gas Emissions'.

Yes, all ten incumbent directors were overwhelmingly approved for re-election, with each receiving support well over 95% of the votes cast.

The stockholder proposal regarding 'Greenhouse Gas Emissions' failed to pass. It received 125,613,080 votes in favor, which represented only 33.27% of the votes cast, falling short of the required majority.

Shareholders overwhelmingly ratified the appointment of KPMG LLP as Valero's independent registered public accounting firm for the fiscal year ending December 31, 2015, with approximately 98.58% of the votes cast in favor.