8-KLeadership ChangesRegulation FDExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Executive Changes (Oct 31, 2022)

Filed October 31, 2022For Securities:VLO

Summary

Valero Energy Corporation (VLO) has filed an 8-K report detailing a change in its board of directors. The company announced on October 28, 2022, that it increased the size of its Board to 12 members and elected Marie A. Ffolkes as a new director. Ms. Ffolkes' term will expire at the 2023 annual meeting of stockholders, and she is expected to stand for re-election. She has also been appointed to the Nominating and Corporate Governance Committee. As part of her appointment, Ms. Ffolkes will receive compensation in line with Valero's non-employee director compensation program. This includes a pro-rata equity grant of 1,047 stock units, vesting one year from the grant date, and a pro-rata annual cash retainer of $86,666.67. This filing also incorporates by reference a press release dated October 31, 2022, which announced these board changes.

Key Highlights

  • 1Valero Energy Corporation elected Marie A. Ffolkes as a new member to its Board of Directors, increasing the Board's size to 12 members.
  • 2Ms. Ffolkes' appointment is effective immediately and her initial term will expire at Valero's 2023 annual meeting of stockholders.
  • 3She is expected to stand for re-election at the 2023 annual meeting.
  • 4Ms. Ffolkes has been appointed to serve on the Nominating and Corporate Governance Committee of the Board.
  • 5The new director will receive pro-rata compensation, including an equity grant of 1,047 stock units vesting in one year and a cash retainer of $86,666.67.
  • 6The filing includes a press release from October 31, 2022, announcing these board changes and is furnished under Regulation FD.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the election of a new director, Marie A. Ffolkes, to Valero Energy Corporation's Board of Directors and to provide details on her compensation and committee appointments.

Ms. Ffolkes will receive pro-rata compensation as a non-employee director. This includes a grant of 1,047 stock units that will vest on the first anniversary of the grant date, and a pro-rata annual cash retainer of $86,666.67.

Yes, the Board of Directors' size has been increased from its previous number to 12 members with the addition of Ms. Ffolkes.

Yes, the filing includes forward-looking statements regarding the expected timing of the 2023 Annual Meeting and the expectation that Ms. Ffolkes will stand for re-election. The company cautions that actual results could differ materially from these projections.