What is the most significant change proposed in these amendments?

The most significant change for investors is the proposed ability for stockholders holding at least 20% of Valero's voting stock to call special meetings. This grants shareholders more direct power to convene and address matters outside of the annual meeting schedule.

Are the proposed changes to the certificate of incorporation effective immediately?

No, the proposed amendments to the certificate of incorporation are not effective immediately. They require approval from Valero's stockholders, which is expected to be sought at the 2018 annual meeting of stockholders. Following stockholder approval, the amendments will become effective upon filing with the Secretary of State of the State of Delaware.

What impact will these bylaw and charter amendments have on shareholder voting power?

The amendments aim to reduce supermajority voting requirements for bylaw amendments and certain business combinations, moving towards a majority vote standard. This could make it easier for proposals to pass if they gain majority support, potentially increasing the influence of a larger group of shareholders on significant corporate decisions.

What conditions must be met for stockholders to call a special meeting?

Stockholders must collectively own at least 20% of Valero's voting stock and submit a written request detailing the meeting's purpose, proposed actions, reasons for holding the meeting, and extensive information about each requesting stockholder, including ownership and relevant agreements. The request must also comply with the bylaws and applicable securities laws, and avoid certain timing restrictions and repetitions of previously proposed business.

VLO 8-K: Corporate Changes

Summary

Valero Energy Corporation (VLO) filed an 8-K report on September 20, 2017, detailing significant proposed changes to its corporate governance structure. The Board of Directors approved amendments to its bylaws and certificate of incorporation aimed at enhancing stockholder rights and streamlining corporate actions. Key among these is the provision allowing stockholders holding at least 20% of the voting stock to call special meetings, a notable shift towards greater shareholder engagement. Furthermore, the company proposes to remove supermajority voting requirements for bylaw amendments and certain business combinations, moving towards majority voting. Stockholders would also gain the ability to act by written consent. These proposed changes, particularly those to the certificate of incorporation, are subject to stockholder approval at the 2018 annual meeting, with further corresponding bylaw amendments contingent on that approval. Investors should monitor the outcome of the 2018 shareholder vote as these changes could impact the dynamics of corporate control and decision-making.

Key Highlights

1Valero's Board approved amendments to its Bylaws allowing stockholders holding at least 20% of voting stock to call special meetings.
2Stockholder requests for special meetings will require detailed information regarding purpose, ownership, and agreements among requesting shareholders.
3The company proposes to remove an 80% supermajority vote requirement for bylaw amendments, aligning with Delaware General Corporation Law.
4Supermajority vote requirements (66-2/3%) for certain business combinations are also proposed for removal.
5Stockholders will be permitted to act by written consent, subject to the approval of Charter Amendments.
6These proposed Charter Amendments require stockholder approval and are expected to be presented at the 2018 annual meeting.
7Corresponding bylaw amendments, contingent on Charter Amendment approval, are also detailed.

VALERO ENERGY CORP/TX 8-K Report, Bylaw Amendment (Sep 21, 2017)

Summary

Key Highlights

Frequently Asked Questions