| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On October 28, 2022, the board of directors (the “Board”) of Valero Energy Corporation (“Valero”) increased its size to 12 members and elected Marie A. Ffolkes as a member of the Board, with an initial term beginning immediately and expiring at Valero’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”). Additionally, the Board appointed Ms. Ffolkes to serve on the Nominating and Corporate Governance Committee of the Board, effective immediately. Ms. Ffolkes is expected to stand for re-election at the 2023 Annual Meeting.
Ms. Ffolkes is entitled to participate in Valero’s non-employee director compensation program, as described under “Director Compensation” in Valero’s proxy statement filed with the Securities and Exchange Commission on March 17, 2022. Ms. Ffolkes is entitled to receive pro-rata compensation for the period of her service on the Board from the date of her election on October 28, 2022, to the anticipated date of the 2023 Annual Meeting. Accordingly, Valero granted Ms. Ffolkes a pro-rata equity grant of 1,047 stock units upon her election to the Board, which are scheduled to vest in full on the first anniversary of the date of grant, and Ms. Ffolkes is also entitled to receive a pro-rata annual cash retainer in the amount of $86,666.67.
| Item 7.01 | Regulation FD Disclosure. |
We are furnishing the disclosure in this Item 7.01 in connection with Valero’s issuance of a press release on October 31, 2022, announcing Ms. Ffolkes’s election to the Board and disclosing other items related to the disclosure in Item 5.02 above. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01
The information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being furnished, not “filed,” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement filed by Valero under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing. The furnishing of the information in Items 7.01 and 9.01 of this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by Valero that such information is material or complete, or that investors should consider such information before making an investment or voting decision with respect to any security of Valero or any of its affiliates.
Safe Harbor Statement
Statements contained in this Current Report on Form 8-K and the exhibit hereto that state Valero’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act and the Exchange Act. The forward-looking statements in this Current Report on Form 8-K and the exhibit hereto include the expected timing of the 2023 Annual Meeting and expectations that Ms. Ffolkes will stand for re-election at the 2023 Annual Meeting. It is important to note that actual results could differ materially from those projected in such forward-looking statements based on numerous factors, including those outside of Valero’s control. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see Valero’s annual report on Form 10-K, quarterly reports on Form 10-Q, and other reports filed with the Securities and Exchange Commission.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
