VALERO ENERGY CORPORATION (NYSE:VLO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
| (b) | As previously announced (and disclosed on Form 8-K), Michael S. Ciskowski retired on May3, 2018, from his position as Executive Vice President and Chief Financial Officer of Valero Energy Corporation (“Valero”). |
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 and 3 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. Proposals 4 and 5 required approval by the affirmative vote of the holders of at least 80percent of the voting power of the outstanding shares of Valero. On the record date for the annual meeting, there were 430,922,297 shares of Valero’s common stock outstanding. Effect of abstentions. Shares voted to abstain are treated as “present” for purposes of determining a quorum. In the election of directors, 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 the affirmative vote of a majority of the voting power of the shares present in person or by proxy and entitled to vote (Proposals 2 and 3), or the affirmative vote of at least 80percent of the voting power of the outstanding shares of Valero (Proposals 4 and 5), 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 (e.g., for Proposal 2), a broker may nevertheless vote the shares in the broker’s discretion. Butunder New York Stock Exchange rules, brokers are precluded from exercising voting discretion on certain proposals without specific instructions from the beneficial owner (Proposals 1, 3, 4 and 5). 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 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. About VALERO ENERGY CORPORATION (NYSE:VLO) |
