Form 8-K body




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): May 2, 2013

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 2013 annual meeting of the stockholders of Valero Energy Corporation (“Valero”) was held May 2, 2013. 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
390,685,982

>50.0%
97.86%
against
8,551,969

 
 
abstain
8,356,651

 
 
broker non-votes
60,276,728

 
 

Ruben M. Escobedo
shares voted
required vote *
vote received
for
342,963,396

>50.0%
84.76%
against
61,647,160

 
 
abstain
2,984,046

 
 
broker non-votes
60,276,728

 
 

William R. Klesse
shares voted
required vote *
vote received
for
388,319,343

>50.0%
96.54%
against
13,911,119

 
 
abstain
5,364,140

 
 
broker non-votes
60,276,728

 
 

Deborah P. Majoras
shares voted
required vote *
vote received
for
401,677,304

>50.0%
98.99%
against
4,116,610

 
 
abstain
1,800,688

 
 
broker non-votes
60,276,728

 
 

Bob Marbut
shares voted
required vote *
vote received
for
390,777,168

>50.0%
97.88%
against
8,445,796

 
 
abstain
8,371,638

 
 
broker non-votes
60,276,728

 
 

Donald L. Nickles
shares voted
required vote *
vote received
for
373,787,095

>50.0%
93.47%
against
26,106,357

 
 
abstain
7,701,150

 
 
broker non-votes
60,276,728

 
 





Philip J. Pfeiffer
shares voted
required vote *
vote received
for
401,142,025

>50.0%
98.98%
against
4,136,065

 
 
abstain
2,316,512

 
 
broker non-votes
60,276,728

 
 

Robert A. Profusek
shares voted
required vote *
vote received
for
390,269,865

>50.0%
97.88%
against
8,444,156

 
 
abstain
8,880,581

 
 
broker non-votes
60,276,728

 
 

Susan K. Purcell
shares voted
required vote *
vote received
for
391,615,286

>50.0%
98.11%
against
7,552,524

 
 
abstain
8,426,792

 
 
broker non-votes
60,276,728

 
 

Stephen M. Waters
shares voted
required vote *
vote received
for
395,080,949

>50.0%
98.79%
against
4,819,756

 
 
abstain
7,693,897

 
 
broker non-votes
60,276,728

 
 

Randy Weisenburger
shares voted
required vote *
vote received
for
397,836,181

>50.0%
98.17%
against
7,431,935

 
 
abstain
2,326,486

 
 
broker non-votes
60,276,728

 
 

Rayford Wilkins, Jr.
shares voted
required vote *
vote received
for
400,493,764

>50.0%
98.82%
against
4,784,132

 
 
abstain
2,316,706

 
 
broker non-votes
60,276,728

 
 

(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, 2013. The proposal was approved as follows:

Proposal 2
shares voted
required vote *
vote received
for
459,104,966

>50.0%
98.13%
against
6,644,342

 
 
abstain
2,122,022

 
 
broker non-votes
n/a

 
 






(3)    Proposal 3: Vote on an advisory resolution to ratify the 2012 compensation of the named executive officers listed in the proxy statement (“say on pay”). The proposal was approved as follows:

Proposal 3
shares voted
required vote *
vote received
for
385,452,397

>50.0%
94.57%
against
18,191,290

 
 
abstain
3,950,915

 
 
broker non-votes
60,276,728

 
 


Stockholder Proposal:
(4)    Proposal 4: Vote on a stockholder proposal entitled, “Disclosure of Political Contributions.” The proposal was not approved. Voting results for the proposal follow.

Proposal 4
shares voted
required vote *
vote received
for
150,770,372

>50.0%
36.99%
against
200,847,970

 
 
abstain
55,976,260

 
 
broker non-votes
60,276,728

 
 

* 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 (Proposal 1), per 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 (applies to Proposals 2 through 4).

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 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 3, 2013                by:     /s/ Jay D. Browning            
Jay D. Browning
Senior Vice President and General Counsel