UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2011
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 1-13175 | 74-1828067 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
One Valero Way San Antonio, Texas |
78249 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (210) 345-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2011 annual meeting of the stockholders of Valero Energy Corporation (the Company or
Valero) was held on April 28, 2011. Matters voted on at the annual meeting and the results
thereof were as follows:
(1) | Proposal 1: Elect four Class II directors. The election of each
director was approved as follows. |
Ronald K. Calgaard | shares voted | required vote * | vote received | |||||||||
for |
399,409,782 | >50.0 | % | 97.72 | % | |||||||
against |
9,331,911 | |||||||||||
abstain |
636,550 | |||||||||||
broker non-votes |
69,307,585 |
Stephen M. Waters | shares voted | required vote * | vote received | |||||||||
for |
401,970,793 | >50.0 | % | 98.38 | % | |||||||
against |
6,604,330 | |||||||||||
abstain |
803,120 | |||||||||||
broker non-votes |
69,307,585 |
Randall J. Weisenburger | shares voted | required vote * | vote received | |||||||||
for |
404,835,346 | >50.0 | % | 99.04 | % | |||||||
against |
3,918,999 | |||||||||||
abstain |
623,898 | |||||||||||
broker non-votes |
69,307,585 |
Rayford Wilkins, Jr. | shares voted | required vote * | vote received | |||||||||
for |
394,785,702 | >50.0 | % | 96.58 | % | |||||||
against |
13,970,899 | |||||||||||
abstain |
621,642 | |||||||||||
broker non-votes |
69,307,585 |
(2) | Proposal 2: Approve an amendment of the Certificate of Incorporation to
eliminate classification of the board of directors. Proposal 2 was approved as
follows: |
Proposal 2 | shares voted | required vote * | vote received | |||||||||
for |
470,209,019 | ≥80.0 | % | 82.54 | % | |||||||
against |
5,601,094 | |||||||||||
abstain |
2,875,715 | |||||||||||
broker non-votes |
n/a |
(3) | Proposal 3: Ratify the appointment of KPMG LLP to serve as Valeros
independent registered public accounting firm for the fiscal year ending December 31,
2011. Proposal 3 was approved as follows: |
Proposal 3 | shares voted | required vote * | vote received | |||||||||
for |
473,385,868 | >50.0 | % | 98.89 | % | |||||||
against |
4,508,855 | |||||||||||
abstain |
791,105 | |||||||||||
broker non-votes |
n/a |
(4) | Proposal 4: Approve the 2011 Omnibus Stock Incentive Plan. Proposal 4
was approved as follows: |
Proposal 4 | shares voted | required vote * | vote received | |||||||||
for |
355,297,589 | >50.0 | % | 86.79 | % | |||||||
against |
53,049,001 | |||||||||||
abstain |
1,031,653 | |||||||||||
broker non-votes |
69,307,585 |
(5) | Proposal 5: Vote on an advisory resolution to ratify the 2010
compensation of the named executive officers listed in the proxy statement. Proposal 5
was approved as follows: |
Proposal 5 | shares voted | required vote * | vote received | |||||||||
for |
276,157,661 | >50.0 | % | 67.46 | % | |||||||
against |
131,857,260 | |||||||||||
abstain |
1,363,322 | |||||||||||
broker non-votes |
69,307,585 |
(6) | Proposal 6: Recommend the frequency of stockholder votes on executive
compensation. Stockholders recommended to hold stockholder votes on executive
compensation every year. The votes were apportioned as follows: |
Proposal 6 | shares voted | required vote * | vote received | |||||||||
one year |
388,898,325 | n/a | 95.00 | % | ||||||||
two years |
1,515,187 | 0.37 | % | |||||||||
three years |
16,337,931 | 3.99 | % | |||||||||
abstain |
2,626,800 | 0.64 | % |
Stockholder Proposals:
(7) | Proposal 7: Vote on a stockholder proposal entitled, Disclosure of
Political Contributions. Proposal 7 was not approved. Voting results for Proposal 7
are as follows: |
Proposal 7 | shares voted | required vote * | vote received | |||||||||
for |
108,177,223 | >50.0 | % | 26.42 | % | |||||||
against |
194,847,171 | |||||||||||
abstain |
106,353,849 | |||||||||||
broker non-votes |
69,307,585 |
(8) | Proposal 8: Vote on a stockholder proposal entitled, Review of Political
Contributions. Proposal 8 was not approved. Voting results for Proposal 8 are as
follows: |
Proposal 8 | shares voted | required vote * | vote received | |||||||||
for |
111,825,521 | >50.0 | % | 27.32 | % | |||||||
against |
209,150,269 | |||||||||||
abstain |
88,402,453 | |||||||||||
broker non-votes |
69,307,585 |
(9) | Proposal 9: Vote on a stockholder proposal entitled, Report on Steps Taken
to Reduce Risk of Accidents. Proposal 9 was not approved. Voting results for
Proposal 9 are as follows: |
Proposal 9 | shares voted | required vote * | vote received | |||||||||
for |
136,658,847 | >50.0 | % | 33.38 | % | |||||||
against |
178,683,160 | |||||||||||
abstain |
94,036,236 | |||||||||||
broker non-votes |
69,307,585 |
* Notes:
Required votes. For Proposal 1, as required by Valeros bylaws, each director is to be elected
by the vote of a majority of votes cast with respect to that directors election. As required
by Valeros Certificate of Incorporation, the affirmative vote of at least 80 percent of the
voting power of the outstanding stock was required for approval of Proposal 2. Proposals 3, 4,
5, 7, 8, and 9 required approval by the affirmative vote of a majority of the voting power of
the shares present in person or by proxy at the Annual Meeting and entitled to vote. Proposal 6
sought recommendation from Valeros stockholders among four available voting choices.
Effect of abstentions. Shares voted to abstain are treated as present for purposes of
determining a quorum. In the election of directors, pursuant to Valeros bylaws, shares voted
to abstain are not deemed to be votes cast, and are accordingly disregarded. When, however,
approval for a proposal requires (a) the affirmative vote of a majority of the voting power of
the issued and outstanding shares of the company, or (b) the affirmative vote of a majority of
the voting power of the shares present in person or by proxy and entitled to vote, then shares
voted to abstain have the effect of a negative vote.
Effect of broker non-votes. Brokers holding shares for the beneficial owners of such shares
must vote according to specific instructions received from the beneficial owners. If specific
instructions are not
received, in some instances, a broker may nevertheless vote the shares in the brokers
discretion. But under New York Stock Exchange (NYSE) rules, brokers are precluded from
exercising voting discretion on certain proposals without specific instructions from the
beneficial owner. This results in a broker non-vote on the proposal. A broker non-vote is
treated as present for purposes of determining a quorum, has the effect of a negative vote
when approval for a particular proposal requires the affirmative vote of a majority of the
voting power of the issued and outstanding shares of the company, and has no effect when
approval for a proposal requires the affirmative vote of a majority of the voting power of the
shares present in person or by proxy and entitled to vote. Per the NYSEs rules, brokers had
discretion to vote at the Annual Meeting on Proposals 2 and 3 only.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
VALERO ENERGY CORPORATION |
||||
Date: May 2, 2011 | By: | /s/ Jay D. Browning | ||
Jay D. Browning | ||||
Senior Vice President and Secretary | ||||