8-KLeadership ChangesRegulation FDExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Executive Changes (Sep 18, 2026)

Filed September 18, 2026For Securities:VLO

Summary

Valero Energy Corporation (VLO) has announced a change to its Board of Directors through an 8-K filing on September 18, 2026. The Board has increased its size to 11 members with the election of Matthew Audette, effective immediately, and he is expected to serve until the 2027 annual meeting of stockholders. Mr. Audette has also been appointed to the Audit Committee, indicating a strategic addition to the board's oversight capabilities. This filing also details an adjustment to Valero's non-employee director compensation program. Beginning in 2027, there will be a $10,000 increase to both the annual cash retainer and equity grants for non-employee directors. Mr. Audette will receive pro-rata compensation for his service period, including a stock unit grant and a cash retainer, aligning his compensation with his newly appointed role. The company has furnished this information in connection with a press release dated September 18, 2026.

Key Highlights

  • 1Matthew Audette elected to Valero's Board of Directors, increasing its size to 11 members.
  • 2Mr. Audette appointed to serve on the Board's Audit Committee.
  • 3Mr. Audette's directorship is effective immediately and expected to continue until the 2027 annual meeting of stockholders.
  • 4Valero's non-employee director compensation program will see a $10,000 increase to both annual cash retainers and equity grants starting in 2027.
  • 5Mr. Audette will receive pro-rata compensation for his service, including a stock unit grant and a cash retainer.
  • 6The filing includes a press release dated September 18, 2026, announcing these board changes and compensation adjustments.

Frequently Asked Questions

Matthew Audette has been elected as a new member of Valero's Board of Directors. While the filing doesn't detail his specific qualifications or background, his appointment to the Audit Committee suggests a focus on financial oversight and governance. He is expected to serve until Valero's 2027 annual meeting.

Valero is increasing both the annual cash retainer and equity grant components of its non-employee director compensation program by $10,000, effective in 2027. This suggests a potential strategy to attract and retain experienced board members or to align director compensation with industry standards or increased responsibilities.

Mr. Audette will receive pro-rata compensation for the portion of the year he serves on the Board. This includes a pro-rata annual cash retainer of $101,667 and a pro-rata equity grant of 372 stock units, which are scheduled to vest in full one year from the grant date.

The 8-K filing is used to report significant corporate events that occur between scheduled SEC filings. Items 7.01 and 9.01 are being "furnished" rather than "filed" because they relate to the press release announcing the information. Furnished information is not subject to the same liability as filed information under Section 18 of the Exchange Act, and it is not automatically incorporated into other SEC filings.