Current Report Filing (8-k)
May 05 2017 - 10:28AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2017
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-13175
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74-1828067
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Valero Way
San Antonio, Texas
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78249
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (210)
345-2000
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of
this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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A.
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The 2017 annual meeting of the stockholders of Valero was held May 3, 2017. Matters voted on at the annual meeting and the results thereof were as follows:
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(1)
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Proposal 1
: Election of directors. The election of each director was approved as follows.
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H. Paulett Eberhart
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shares voted
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required vote *
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vote received
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for
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324,264,059
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>50.0
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%
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98.41
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%
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against
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5,245,797
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abstain
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630,145
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broker
non-votes
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56,190,860
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Joseph W. Gorder
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shares voted
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required vote *
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vote received
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for
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304,208,203
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>50.0
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%
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94.03
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%
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against
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19,313,053
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abstain
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6,618,745
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broker
non-votes
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56,190,860
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Kimberly S. Greene
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shares voted
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required vote *
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vote received
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for
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328,808,235
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>50.0
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%
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99.80
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%
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against
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666,919
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abstain
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664,847
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broker
non-votes
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56,190,860
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Deborah P. Majoras
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shares voted
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required vote *
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vote received
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for
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320,514,728
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>50.0
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%
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97.71
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%
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against
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7,503,109
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abstain
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2,122,164
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broker
non-votes
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56,190,860
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Donald L. Nickles
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shares voted
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required vote *
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vote received
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for
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324,363,811
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>50.0
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%
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98.45
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%
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against
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5,100,429
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abstain
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675,761
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broker
non-votes
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56,190,860
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Philip J. Pfeiffer
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shares voted
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required vote *
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vote received
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for
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327,267,912
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>50.0
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%
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99.33
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%
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against
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2,210,825
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abstain
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661,264
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broker
non-votes
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56,190,860
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Robert A. Profusek
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shares voted
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required vote *
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vote received
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for
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324,588,715
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>50.0
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%
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98.52
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%
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against
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4,861,726
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abstain
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689,560
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broker
non-votes
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56,190,860
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Susan Kaufman Purcell
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shares voted
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required vote *
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vote received
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for
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318,457,537
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>50.0
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%
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96.67
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%
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against
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10,985,012
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abstain
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697,452
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broker
non-votes
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56,190,860
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Stephen M. Waters
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shares voted
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required vote *
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vote received
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for
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327,794,866
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>50.0
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%
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99.49
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%
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against
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1,696,127
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abstain
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649,008
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broker
non-votes
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56,190,860
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Randall J. Weisenburger
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shares voted
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required vote *
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vote received
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for
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327,130,092
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>50.0
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%
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99.29
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%
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against
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2,336,259
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abstain
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673,650
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broker
non-votes
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56,190,860
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Rayford Wilkins, Jr.
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shares voted
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required vote *
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vote received
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for
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325,279,752
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>50.0
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%
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98.74
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%
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against
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4,148,162
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abstain
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712,087
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broker
non-votes
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56,190,860
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(2)
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Proposal 2
: Ratify the appointment of KPMG LLP to serve as Valeros independent registered public accounting firm for the fiscal year ending December 31, 2017. The proposal was approved as follows:
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Proposal 2
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shares voted
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required vote *
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vote received
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for
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379,971,815
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>50.0
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%
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98.35
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%
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against
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5,516,314
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abstain
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842,732
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broker
non-votes
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n/a
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(3)
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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:
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Proposal 3
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shares voted
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required vote *
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vote received
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for
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306,300,389
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>50.0
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%
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92.78
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%
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against
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22,113,883
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abstain
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1,725,729
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broker
non-votes
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56,190,860
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(4)
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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:
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Proposal 4
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shares voted
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required vote *
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vote received
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every year
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282,885,979
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n/a
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85.69
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%
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every two years
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1,056,131
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00.32
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%
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every three years
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45,370,800
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13.74
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%
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abstain
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827,091
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00.25
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%
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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, pursuant 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. But under
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.
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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.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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VALERO ENERGY CORPORATION
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Date: May 5, 2017
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by:
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/s/ Jay D. Browning
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Jay D. Browning
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Executive Vice President and General Counsel
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Valero Energy (NYSE:VLO)
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