Valero Energy Files Proxy Supplement

TL;DR

VLO filed proxy docs, no fee. Annual meeting details coming.

AI Summary

Valero Energy Corp. (VLO) filed a Definitive Additional Materials filing (DEFA14A) on April 21, 2025, supplementing its proxy statement for the upcoming annual meeting of stockholders. The filing indicates no fee was required for this submission, and it is related to the company's proxy materials.

Why It Matters

This filing provides additional information to shareholders regarding the upcoming annual meeting, ensuring they have the necessary details for voting on corporate matters.

Risk Assessment

Risk Level: low — This is a routine administrative filing related to proxy statements and does not contain new material financial or operational information.

Key Players & Entities

• Valero Energy Corp. (company) — Registrant
• VLO (company) — Ticker Symbol
• 20250421 (date) — Filing Date

FAQ

From the Filing

0001193125-25-086543.txt : 20250421 0001193125-25-086543.hdr.sgml : 20250421 20250421085902 ACCESSION NUMBER: 0001193125-25-086543 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250421 DATE AS OF CHANGE: 20250421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALERO ENERGY CORP/TX CENTRAL INDEX KEY: 0001035002 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] ORGANIZATION NAME: 01 Energy & Transportation EIN: 741828067 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13175 FILM NUMBER: 25851399 BUSINESS ADDRESS: STREET 1: P.O. BOX 696000 CITY: SAN ANTONIO STATE: TX ZIP: 78269-6000 BUSINESS PHONE: 2103454524 MAIL ADDRESS: STREET 1: P.O. BOX 696000 CITY: SAN ANTONIO STATE: TX ZIP: 78269-6000 DEFA14A 1 d937655ddefa14a.htm DEFA14A DEFA14A 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 ☒       Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under § 240.14a-12 Valero Energy Corporation (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Valero Energy Corporation One Valero Way San Antonio, TX 78249 SUPPLEMENT TO PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON TUESDAY, MAY 6, 2025 Explanatory Note On March 18, 2025, Valero Energy Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) and furnished to stockholders a definitive proxy statement (the “Proxy Statement”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) for use at the Annual Meeting of Stockholders to be held on Tuesday, May 6, 2025 (the “Annual Meeting”). Company management recently engaged with a proxy advisory firm regarding our compensation program and the related disclosures in our Proxy Statement. In response to the feedback provided by the proxy advisory firm, the Company is providing this supplement (this “Supplement”) in order to supplement the Proxy Statement to provide additional compensation-related information. More specifically, this Supplement provides additional compensation-related information under the caption “Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Incentive Awards—Performance Shares—TSR Metric” in the second paragraph of page 42 of the Proxy Statement. We appreciate the opportunity for this engagement and, as noted below, ongoing engagement with stockholders, stakeholders, and proxy advisory firms on our changes to the relative TSR component design and the overall compensation program design will continue and will be considered in future compensation decisions. Updates to existing disclosures in the Proxy Statement are set forth below under the heading “Changes to the Proxy Statement”. Other than these changes, the Proxy Statement remains unchanged. Nothing in this Supplement shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein, or that such disclosures were required or material for any other period. From and after the date of this Supplement, an