Form 8-K 2015 annual meeting vote results



UNITED STATES
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

Date of Report (Date of earliest event reported): April 30, 2015

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)

Registrant’s telephone number, including area code: (210) 345-2000


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 (see General Instruction A.2. below):

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 2015 annual meeting of the stockholders of Valero Energy Corporation (“Valero”) was held April 30, 2015. Matters voted on at the annual meeting and the results thereof were as follows:
(1)    Proposal 1: Election of directors. The election of each director was approved as follows.

Jerry D. Choate
shares voted
required vote *
vote received
for
368,664,717
>50.0%
98.75%
against
4,650,100
 
 
abstain
4,257,280
 
 
broker non-votes
54,563,763
 
 

Joseph W. Gorder
shares voted
required vote *
vote received
for
349,507,858
>50.0%
95.10%
against
18,001,127
 
 
abstain
10,063,112
 
 
broker non-votes
54,563,763
 
 

Deborah P. Majoras
shares voted
required vote *
vote received
for
373,791,197
>50.0%
99.62%
against
1,411,061
 
 
abstain
2,369,839
 
 
broker non-votes
54,563,763
 
 

Donald L. Nickles
shares voted
required vote *
vote received
for
370,797,405
>50.0%
98.83%
against
4,394,148
 
 
abstain
2,380,544
 
 
broker non-votes
54,563,763
 
 

Philip J. Pfeiffer
shares voted
required vote *
vote received
for
373,892,520
>50.0%
99.65%
against
1,299,415
 
 
abstain
2,380,162
 
 
broker non-votes
54,563,763
 
 

Robert A. Profusek
shares voted
required vote *
vote received
for
365,511,993
>50.0%
97.42%
against
9,675,960
 
 
abstain
2,384,144
 
 
broker non-votes
54,563,763
 
 






Susan Kaufman Purcell
shares voted
required vote *
vote received
for
367,974,077
>50.0%
98.56%
against
5,364,221
 
 
abstain
4,233,799
 
 
broker non-votes
54,563,763
 
 

Stephen M. Waters
shares voted
required vote *
vote received
for
374,309,450
>50.0%
99.77%
against
875,915
 
 
abstain
2,386,732
 
 
broker non-votes
54,563,763
 
 

Randall J. Weisenburger
shares voted
required vote *
vote received
for
374,306,303
>50.0%
99.77%
against
863,778
 
 
abstain
2,402,016
 
 
broker non-votes
54,563,763
 
 

Rayford Wilkins, Jr.
shares voted
required vote *
vote received
for
374,323,316
>50.0%
99.77%
against
864,766
 
 
abstain
2,384,015
 
 
broker non-votes
54,563,763
 
 


(2)    Proposal 2: Ratify the appointment of KPMG LLP to serve as Valero’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The proposal was approved as follows:

Proposal 2
shares voted
required vote *
vote received
for
426,003,354
>50.0%
98.58%
against
3,926,651
 
 
abstain
2,205,855
 
 
broker non-votes
n/a
 
 
















(3)    Proposal 3: Vote on an advisory resolution to ratify the 2014 compensation of the named executive officers listed in the proxy statement. The proposal was approved as follows:

Proposal 3
shares voted
required vote *
vote received
for
353,272,085
>50.0%
93.56%
against
21,121,704
 
 
abstain
3,178,308
 
 
broker non-votes
54,563,763
 
 

Stockholder Proposal:

(4)    Proposal 4: Vote on a stockholder proposal entitled, “Greenhouse Gas Emissions.” The proposal failed. Voting results for the proposal follow:

Proposal 4
shares voted
required vote *
vote received
for
125,613,080
>50.0%
33.27%
against
191,484,308
 
 
abstain
60,474,709
 
 
broker non-votes
54,563,763
 
 

* Notes:
Required votes. For Proposal 1, as required by Valero’s bylaws, each director is to be elected by a majority of votes cast with respect to that director’s election. Proposals 2 through 4 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.

Effect of abstentions. Shares voted to abstain are treated as “present” for purposes of determining a quorum. In the election of directors, pursuant to Valero’s 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 instructions are not received, in some instances, a broker may nevertheless vote the shares in the broker’s discretion. But under New York Stock Exchange 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 NYSE’s rules, brokers had discretion to vote at the Annual Meeting on Proposal 2 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 1, 2015                by: /s/ Jay D. Browning            
Jay D. Browning
Executive Vice President and General Counsel