Summary
Valero Energy Corporation's (VLO) 8-K filing on May 11, 2023, primarily details significant leadership transitions and outcomes from its annual shareholder meeting. Effective June 30, 2023, current CEO and Chairman Joseph W. Gorder will transition to Executive Chairman, while President and COO R. Lane Riggs will assume the roles of CEO and President. This transition includes adjustments to their compensation packages, with Riggs receiving an increased base salary, bonus target, and long-term incentive awards, while Gorder's base salary will be reduced. The filing also reports the results of Valero's annual meeting held on May 9, 2023, where all incumbent directors were re-elected with strong shareholder support, and the appointment of KPMG LLP as the independent auditor was ratified. Shareholders also overwhelmingly voted to hold advisory votes on executive compensation annually.
Key Highlights
- 1CEO Joseph W. Gorder to retire as CEO and become Executive Chairman, effective June 30, 2023.
- 2R. Lane Riggs, currently President and COO, to be appointed CEO and President, effective June 30, 2023.
- 3R. Lane Riggs's compensation will be significantly increased, including a base salary of $1,425,000, a 160% bonus target for the latter half of 2023, and a 700% LTI target.
- 4Joseph W. Gorder's base salary will be reduced to $1,080,000 effective July 1, 2023, while his bonus and LTI target percentages remain unchanged.
- 5All incumbent directors were re-elected at the May 9, 2023 annual meeting with substantial majority support.
- 6Shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2023.
- 7Stockholders approved holding advisory votes on executive compensation on an annual basis, rejecting triennial and biennial proposals.
- 8Two shareholder proposals regarding GHG emissions reductions targets and a racial equity audit were not approved.