8-KLeadership ChangesExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Executive Changes (Nov 9, 2015)

Filed November 9, 2015For Securities:VLO

Summary

Valero Energy Corporation (VLO) filed an 8-K on November 9, 2015, reporting on executive compensation matters. The key event detailed is the approval and grant of long-term incentive awards to its named executive officers on November 4, 2015, under the company's 2011 Omnibus Stock Incentive Plan. These awards consist of restricted shares and performance shares, designed to align executive interests with shareholder value creation and retention. The restricted shares will vest over three years, while the performance shares are tied to Valero's total shareholder return (TSR) relative to its peers over one, two, and three-year periods. The performance shares can range from zero to 200% of the awarded amount, with potential additional awards based on dividend equivalents and TSR rankings. This filing provides transparency into how Valero is incentivizing its top management.

Key Highlights

  • 1Valero Energy granted long-term incentive awards to named executive officers on November 4, 2015.
  • 2Awards were made under the 2011 Omnibus Stock Incentive Plan.
  • 3Awards include both restricted shares and performance shares.
  • 4Restricted shares vest over a three-year period, starting November 4, 2016.
  • 5Performance shares are contingent on Valero's Total Shareholder Return (TSR) compared to industry peers.
  • 6Performance shares have a payout range of 0% to 200% of the award.
  • 7Dividend equivalents on performance shares may also be awarded based on TSR performance.

Frequently Asked Questions

Valero's named executive officers were granted long-term incentive awards, which included restricted shares of common stock and performance shares.

The restricted shares will vest in equal annual installments over a three-year period, beginning on November 4, 2016.

The performance shares are linked to Valero's Total Shareholder Return (TSR) relative to its peer companies over one, two, and three-year performance periods. The payout can range from zero to 200% of the awarded performance shares.

Yes, additional shares of common stock may be awarded based on the computed value of dividend equivalents accrued during the performance measurement periods, provided Valero achieves certain TSR rankings against its peers.