OMB APPROVAL | ||||
OMB Number: | 3235-0059 | |||
Expires: | February 28, 2006 | |||
Estimated average burden hours per response | 12.75 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant o | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: |
x Preliminary Proxy Statement | |
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
o Definitive Proxy Statement | |
o Definitive Additional Materials | |
o Soliciting Material Pursuant to §240.14a-12 |
Valero Energy Corporation
Payment of Filing Fee (Check the appropriate box):
þ No fee required. | |
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
1) Title of each class of securities to which transaction applies: |
2) Aggregate number of securities to which transaction applies: |
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
4) Proposed maximum aggregate value of transaction: |
5) Total fee paid: |
o Fee paid previously with preliminary materials. |
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
1) Amount Previously Paid: |
2) Form, Schedule or Registration Statement No.: |
3) Filing Party: |
4) Date Filed: |
SEC 1913 (02-02) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
FURTHER REQUESTS FOR PROXIES IN ORDER TO ASSURE A QUORUM.
(1) | To approve an amendment to Valero’s Restated Certificate of Incorporation to increase the total number of shares of Common Stock, par value $0.01 per share, that Valero has the authority to issue from 600,000,000 shares to 1,200,000,000 shares; and | ||
(2) | To transact any other business properly brought before the meeting or any adjournments or postponements thereof. |
Vice President and
Corporate Secretary
P.O. Box 696000
San Antonio, Texas 78269-6000
San Antonio, Texas 78249
1
2
3
4
5
6
Shares | ||||||||||
Name and Address | Beneficially | Percent | ||||||||
Title of Security | of Beneficial Owner | Owned | of Class * | |||||||
Common Stock | Barclays Global Investors, N.A.(1) | 33,444,968 | 12.78 | % | ||||||
45 Fremont St., 17th Floor | ||||||||||
San Francisco, California 94105 | ||||||||||
FMR Corp.(2) | 26,174,487 | 10.00 | % | |||||||
82 Devonshire Street | ||||||||||
Boston, Massachusetts 02109 | ||||||||||
Wellington Management Company, LLP(3) | 18,292,180 | 6.99 | % | |||||||
75 State Street | ||||||||||
Boston, Massachusetts 02109 | ||||||||||
Preferred Stock | Bank of New York | 1,816,5754 | 9.40 | % | ||||||
One Wall Street | ||||||||||
New York, New York 10286 | ||||||||||
Citibank, N.A. | 651,619 | 17.72 | % | |||||||
3800 CitiBank Center B3-15 | ||||||||||
Tampa, Florida 33610 | ||||||||||
Deutsche Bank AG | 246,448 | 6.70 | % | |||||||
Taunusanlange 12 | ||||||||||
D-60325 Frankfurt am Main |
* | The reported percentages are based on 261,764,887 shares of Common Stock outstanding on August 30, 2005 and 3,677,247 shares of Preferred Stock outstanding on August 30, 2005. |
(1) | Barclays Global Investors, N.A. has filed with the SEC a Schedule 13G, reporting that it or certain of its affiliates beneficially owned in the aggregate 33,444,968 shares, that it had sole voting power with respect to 23,407,437 shares and sole dispositive power with respect to 26,540,207 shares. One affiliate, Barclays Global Investors, Ltd., was reported to have sole voting power with respect to 4,985,402 shares and sole dispositive power with respect to 4,997,636 shares. Another affiliate, Barclays Global Fund Advisors, was reported to have sole voting power with respect to 1,425,646 shares and sole dispositive power with respect to 1,673,679 shares. Another affiliate, Barclays Global Investors Japan Trust and Banking Company Limited, was reported to have sole voting and dispositive power with respect to 214,411 shares. |
(2) | FMR Corp. has filed with the SEC a Schedule 13G, reporting that it or certain of its affiliates beneficially owned in the aggregate 26,174,487 shares, and that it had sole dispositive power with respect to 26,174,487 shares and sole voting power with respect to 5,824,930 shares. One affiliate, Fidelity Management & Research Company, was reported to be the beneficial owner of 20,236,167 shares. Another affiliate, Fidelity Management Trust Company, was reported to be the beneficial owner of 2,133,253 shares. Another affiliate, |
7
(3) | Wellington Management Company, LLP has filed with the SEC a Schedule 13G, reporting that it or certain of its affiliates beneficially owned in the aggregate 18,292,180 shares, that it had shared voting power with respect to 13,683,380 shares and had shared dispositive power with respect to 18,292,180 shares. |
Common Stock | ||||||||||||
Percent | ||||||||||||
Shares | Shares Under | of | ||||||||||
Name of | Beneficially | Exercisable | Common | |||||||||
Beneficial Owner(1) | Owned(2)(3) | Options(4) | Stock(2) | |||||||||
E. Glenn Biggs | 3,744 | 46,588 | * | |||||||||
Keith D. Booke | 147,155 | 285,600 | * | |||||||||
W. E. Bradford | 20,474 | 46,588 | * | |||||||||
Dr. Ronald K. Calgaard | 7,890 | 35,936 | * | |||||||||
Jerry D. Choate | 6,408 | 27,000 | * | |||||||||
Michael S. Ciskowski | 115,455 | 179,072 | * | |||||||||
Ruben M. Escobedo(5) | 35,200 | 21,000 | * | |||||||||
William E. Greehey | 3,001,809 | 4,807,566 | 2.91 | % | ||||||||
Gregory C. King | 163,174 | 405,812 | * | |||||||||
William R. Klesse | 250,791 | 330,652 | * | |||||||||
Bob Marbut (6) | 15,244 | 46,588 | * | |||||||||
Donald L. Nickles | 1,635 | 0 | * | |||||||||
Robert A. Profusek | 0 | 0 | * | |||||||||
Dr. Susan Kaufman Purcell | 11,557 | 23,988 | * | |||||||||
All executive officers and directors as a group | 3,780,536 | 6,256,390 | 3.75 | % |
* | Indicates that the percentage of beneficial ownership does not exceed 1% of the class. |
(1) | The business address for all beneficial owners listed above is Valero Energy Corporation, P.O. Box 696000, San Antonio, Texas, 78269-6000. |
(2) | As of August 30, 2005, 261,764,887 shares of Common Stock were issued and outstanding. No executive officer, director or nominee for director of Valero owns any class of equity securities of Valero other than Common Stock. The calculation for Percent of Class includes shares listed under the captions “Shares Beneficially Owned” and “Shares Under Exercisable Options.” |
(3) | Includes shares allocated pursuant to the Valero Thrift Plan through August 31, 2005, as well as shares of restricted stock granted under Valero’s Executive Stock Incentive Plan and the Director Stock Plan. Except as otherwise noted, each person named in the table has sole power to vote or direct the vote and to dispose or direct the disposition of all such shares beneficially owned by him or her. Restricted stock granted under the Executive Stock Incentive Plan and the Director Stock Plan may not be disposed of until vested. |
(4) | Includes shares subject to options that are exercisable within 60 days from August 30, 2005. Such shares may not be voted unless the options are exercised. Except as set forth in this Proxy Statement, none of the current executive officers, directors or nominees for director of Valero hold any rights to acquire Common Stock, except through exercise of stock options. |
8
(5) | Includes 1,346 shares held by spouse and 1,346 shares held in trust. |
(6) | Includes 2,000 shares held by spouse and 2,340 shares held by a corporation controlled by the listed person. |
Recommendations by stockholders for directors to be nominated at the 2006 Annual Meeting of Stockholders must be in writing and include sufficient biographical and other relevant information such that an informed judgment as to the proposed nominee’s qualifications can be made. Recommendations must be accompanied by a notarized statement executed by the proposed nominee consenting to be named in the Proxy Statement, if nominated, and to serve as a director, if elected. Notice and the accompanying information must be received at the principal executive office of Valero at the address shown on the cover page not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting.
9
Shareholder Communications
P.O. Box A3504
Chicago, IL 60690-3504
(888) 470-2938
(312) 588-4700
Vice President &
Corporate Secretary
P.O. Box 696000
San Antonio, Texas 78269-6000
One Valero Way
San Antonio, Texas 78249
10
o | Mark this box with an X if you have made changes to your name or address details above. |
A | Approval of Amendment to Restated Certificate of Incorporation |
1. | The Board of Directors recommends a vote FOR the amendment to the Restated Certificate of Incorporation. |
Approval of an amendment to Valero’s Restated Certificate of Incorporation to increase the total number of shares of Common Stock, par value $0.01 per share, that Valero has the authority to issue from 600,000,000 shares to 1,200,000,000 shares. | For o | Against o | Abstain o | |||||
PLEASE REFER TO THE REVERSE SIDE FOR INTERNET AND TELEPHONE VOTING INSTRUCTIONS.
B Authorized Signatures – Sign Here – This section must be completed for your instructions to be executed. |
I (we) hereby revoke all proxies previously given to vote at the meeting or any adjournments thereof and acknowledge receipt of the Notice of Special Meeting of Stockholders and Proxy Statement. If signing for a corporation or partnership or as agent, attorney or fiduciary, indicate full title or capacity in which you are signing. |
Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | Date (mm/dd/yyyy) | ||
/ / | ||||
This Proxy is Solicited on Behalf of The Board of Directors
For The Special Meeting of Stockholders
To Be Held [ ], 2005.
The undersigned hereby appoint(s) each of William E. Greehey, Gregory C. King and Jay D. Browning as Proxies, with full power of substitution, to represent and to vote all the shares of Common and/or Preferred Stock of Valero Energy Corporation (“Valero”) that the undersigned would be entitled to vote at the Special Meeting of Stockholders to be held on [ ], [ ], 2005 at [ ], Central Time, at Valero’s offices located at One Valero Way, San Antonio, Texas 78249 (near the southwest corner of the intersection of I.H. 10 and Loop 1604 West), including any adjournments thereof, in the manner stated herein as to the following matter and in their discretion on any other matters that may come before the meeting, all as described in the Notice of Special Meeting of Stockholders and Proxy Statement.
When properly executed, this proxy will be voted in accordance with the directions indicated, or if no direction is made, will be voted FOR the amendment to Valero’s Restated Certificate of Incorporation. For shares allocated to a participant’s account pursuant to any Employee Stock Plan of Valero, this proxy will constitute an instruction to the plan trustee as to how such shares are to be voted.
The Board of Directors recommends a vote FOR the amendment to Valero’s Restated Certificate of Incorporation.
YOUR VOTE IS IMPORTANT. PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY FORM PROMPTLY USING THE ENCLOSED ENVELOPE, OR VOTE BY TELEPHONE OR BY THE INTERNET BY FOLLOWING THE DIRECTIONS PROVIDED BELOW.
Internet and Telephone Voting Instructions
QUICK * EASY * IMMEDIATE * AVAILABLE 24 HOURS A DAY * 7 DAYS A WEEK
VALERO ENERGY CORPORATION encourages you to take advantage of convenient ways to vote your shares. If voting by proxy, you may vote by mail, or choose one of the two methods described below. Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, and returned your proxy card. To vote by telephone or Internet, read the proxy statement and then follow these easy steps:
( To vote using the Telephone (within U.S. and Canada) | 8 To vote using the Internet | |||||||
• | Call toll free 1-866-593-2342 in the United States or | • | Go to the following web site: | |||||
Canada any time on a touch tone telephone. There isNO CHARGEto you for the call. | WWW.COMPUTERSHARE.COM/US/PROXY | |||||||
• | Follow the simple instructions provided by the recorded message. | • | Enter the information requested on your computer screen and follow the simple instructions. |
If you vote by telephone or the Internet, please DO NOT mail back this proxy card.
Proxies submitted by telephone or the Internet must be received by [ ]a.m., Central Standard Time, on [ ], 2005.
THANK YOU FOR VOTING