VALERO ENERGY CORPORATION (NYSE:VLO) Files An 8-K Submission of Matters to a Vote of Security Holders

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VALERO ENERGY CORPORATION (NYSE:VLO) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07

Submission of Matters to a Vote of Security
Holders.
A. The 2017 annual meeting of the stockholders of Valero was
held May3, 2017. 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.

H.PaulettEberhart

sharesvoted requiredvote* votereceived

for

324,264,059 50.0 % 98.41 %

against

5,245,797

abstain

630,145

broker non-votes

56,190,860

JosephW.Gorder

sharesvoted requiredvote* votereceived

for

304,208,203 50.0 % 94.03 %

against

19,313,053

abstain

6,618,745

broker non-votes

56,190,860

KimberlyS.Greene

sharesvoted requiredvote* votereceived

for

328,808,235 50.0 % 99.80 %

against

666,919

abstain

664,847

broker non-votes

56,190,860

DeborahP.Majoras

sharesvoted requiredvote* votereceived

for

320,514,728 50.0 % 97.71 %

against

7,503,109

abstain

2,122,164

broker non-votes

56,190,860

DonaldL.Nickles

sharesvoted requiredvote* votereceived

for

324,363,811 50.0 % 98.45 %

against

5,100,429

abstain

675,761

broker non-votes

56,190,860

PhilipJ.Pfeiffer

sharesvoted requiredvote* votereceived

for

327,267,912 50.0 % 99.33 %

against

2,210,825

abstain

661,264

broker non-votes

56,190,860

RobertA.Profusek

sharesvoted requiredvote* votereceived

for

324,588,715 50.0 % 98.52 %

against

4,861,726

abstain

689,560

broker non-votes

56,190,860

SusanKaufmanPurcell

sharesvoted requiredvote* votereceived

for

318,457,537 50.0 % 96.67 %

against

10,985,012

abstain

697,452

broker non-votes

56,190,860

StephenM.Waters

sharesvoted requiredvote* votereceived

for

327,794,866 50.0 % 99.49 %

against

1,696,127

abstain

649,008

broker non-votes

56,190,860

RandallJ.Weisenburger

sharesvoted requiredvote* votereceived

for

327,130,092 50.0 % 99.29 %

against

2,336,259

abstain

673,650

broker non-votes

56,190,860

RayfordWilkins,Jr.

sharesvoted requiredvote* votereceived

for

325,279,752 50.0 % 98.74 %

against

4,148,162

abstain

712,087

broker non-votes

56,190,860
(2) Proposal 2: Ratify the appointment of KPMG LLP to
serve as Valeros independent registered public accounting
firm for the fiscal year ending December31, 2017. The
proposal was approved as follows:

Proposal2

sharesvoted requiredvote* votereceived

for

379,971,815 50.0 % 98.35 %

against

5,516,314

abstain

842,732

broker non-votes

n/a
(3) Proposal 3: Advisory vote to ratify the 2016
compensation of the named executive officers listed in the
proxy statement. The proposal was approved as follows:

Proposal3

sharesvoted requiredvote* votereceived

for

306,300,389 50.0 % 92.78 %

against

22,113,883

abstain

1,725,729

broker non-votes

56,190,860
(4) Proposal 4: Vote to recommend the frequency of votes
on executive compensation. The option receiving the most
votes was the recommendation to hold a vote on executive
compensation every year, as shown in the following:

Proposal4

sharesvoted requiredvote* votereceived

every year

282,885,979 n/a 85.69 %

every two years

1,056,131 00.32 %

every three years

45,370,800 13.74 %

abstain

827,091 00.25 %
* Notes:

Required votes. For Proposal 1, as required by
Valeros bylaws, each director is to be elected by a majority of
votes cast with respect to that directors election. Proposals 2
and 3 required approvals 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. Proposal 4 sought
recommendation from Valeros stockholders among four available
voting choices.

Effect of abstentions. Shares voted to
abstain are treated as present for purposes of determining a
quorum. In the election of directors, to Valeros 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,
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
brokers discretion. Butunder 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 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.

B. Frequency of Stockholder
Votes on Executive
Compensation. Valero has determined to include
annually in its proxy materials a stockholder vote on
compensation of executives as required by section 14A(a)(2)
of the Securities and Exchange Act of 1934.


About VALERO ENERGY CORPORATION (NYSE:VLO)

Valero Energy Corporation (Valero), through Valero Energy Partners LP (VLP), owns, operates, develops and acquires crude oil and refined petroleum products pipelines, terminals, and other transportation and logistics assets. The Company operates in two segments: refining and ethanol. Its refining segment includes refining and marketing operations in the United States, Canada, the United Kingdom, Aruba and Ireland. Its ethanol segment includes ethanol and marketing operations in the United States. VLP’s assets include crude oil and refined petroleum products pipeline and terminal systems in the United States Gulf Coast and the United States Mid-Continent regions. Its refineries can produce conventional gasolines, premium gasolines, gasoline meeting the specifications of the California Air Resources Board (CARB), diesel, low-sulfur diesel, ultra-low-sulfur diesel, CARB diesel, other distillates, jet fuel, asphalt, petrochemicals, lubricants and other refined products.

VALERO ENERGY CORPORATION (NYSE:VLO) Recent Trading Information

VALERO ENERGY CORPORATION (NYSE:VLO) closed its last trading session up +0.81 at 65.18 with 3,068,340 shares trading hands.