Summary
Valero Energy Corporation (VLO) filed an 8-K report on May 7, 2018, detailing key changes in its executive leadership and the outcomes of its 2018 annual stockholder meeting. The report announced the retirement of Michael S. Ciskowski as Executive Vice President and Chief Financial Officer, effective May 3, 2018. Concurrently, Donna M. Titzman was elected as the new Executive Vice President and Chief Financial Officer, a change that investors should monitor for its impact on financial strategy and operations. Furthermore, the annual meeting saw overwhelming support for the re-election of directors and the ratification of KPMG LLP as the independent auditor. Stockholders also approved the advisory vote on executive compensation. However, two significant proposals aimed at amending the Restated Certificate of Incorporation – one to remove supermajority vote requirements and another to permit stockholder action by written consent – failed to gain the necessary 80% approval, indicating continued board or shareholder preference for existing governance structures on these specific matters.
Key Highlights
- 1Michael S. Ciskowski retired as Executive Vice President and Chief Financial Officer on May 3, 2018.
- 2Donna M. Titzman was appointed as the new Executive Vice President and Chief Financial Officer, effective May 3, 2018.
- 3Susan Kaufman Purcell retired from the board of directors on May 3, 2018.
- 4All incumbent directors were overwhelmingly re-elected at the May 3, 2018 annual stockholder meeting, with high percentages of 'for' votes.
- 5The appointment of KPMG LLP as Valero's independent registered public accounting firm for fiscal year 2018 was ratified.
- 6The advisory vote to ratify the 2017 compensation of named executive officers received majority approval.
- 7Proposals to amend the Restated Certificate of Incorporation to remove supermajority vote requirements and permit action by written consent both failed to pass, requiring at least 80% shareholder approval.