8-KLeadership ChangesShareholder MattersOther Events+1

VALERO ENERGY CORP/TX 8-K Report, Executive Changes (May 8, 2026)

Filed May 8, 2026For Securities:VLO

Summary

Valero Energy Corporation (VLO) filed an 8-K on May 8, 2026, reporting key outcomes from its 2026 Annual Stockholder Meeting and an executive retirement. The meeting, held on May 7, 2026, saw the re-election of all director nominees with strong majority support from shareholders. Additionally, advisory votes to approve executive compensation and ratify the appointment of KPMG LLP as the independent auditor were also overwhelmingly approved. Notably, Eric A. Fisher, Senior Vice President of Product Supply, Trading and Wholesale, announced his intention to retire on or about July 1, 2026. Mr. Fisher will assist in the transition of his duties as part of Valero's succession planning. The company also formalized its non-employee director compensation by granting stock units valued at $200,000 each, vesting at the 2027 annual meeting, with an additional one-year holding period.

Key Highlights

  • 1All incumbent directors were re-elected at the 2026 Annual Stockholder Meeting with significant shareholder approval.
  • 2The advisory vote to approve named executive officer compensation for 2025 received strong support (92.23% for).
  • 3KPMG LLP was ratified as Valero's independent registered public accounting firm for fiscal year 2026 with 96.54% approval.
  • 4Eric A. Fisher, Senior Vice President Product Supply, Trading and Wholesale, announced his retirement effective around July 1, 2026.
  • 5Mr. Fisher's retirement is part of Valero's ongoing succession planning efforts.
  • 6Non-employee directors received $200,000 in stock units each, vesting on the date of the 2027 annual meeting and subject to a one-year holding period.
  • 7A quorum was present at the annual meeting, and all submitted proposals met the necessary voting thresholds for approval.

Frequently Asked Questions

All director nominees presented at the 2026 Annual Stockholder Meeting were re-elected by a substantial majority of the votes cast, indicating strong shareholder confidence in the current board.

The advisory vote on executive compensation for 2025 was approved by approximately 92.23% of the votes cast, suggesting that shareholders are generally satisfied with the compensation structure for Valero's named executive officers.

Eric A. Fisher's retirement as Senior Vice President, Product Supply, Trading and Wholesale, effective around July 1, 2026, is a leadership transition. His interim period will focus on internal responsibility handover, which is a normal part of Valero's succession planning.

Valero has granted stock units valued at $200,000 to each of its non-employee directors. These units are scheduled to vest on the date of the 2027 annual meeting and will have an additional one-year holding period, aligning director interests with long-term shareholder value.