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

VALERO ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		1-13175		74-1828067
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Valero Way San Antonio, Texas		78249
(Address of principal executive offices)		(Zip Code)

Registrant’s 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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07		Submission of Matters to a Vote of Security Holders.

The 2011 annual meeting of the stockholders of Valero Energy Corporation (the “Company” or “Valero”) was held on April 28, 2011. Matters voted on at the annual meeting and the results thereof were as follows:

(1)

Proposal 1: Elect four Class II directors. The election of each director was approved as follows.

Ronald K. Calgaard		shares voted				required vote *				vote received
for			399,409,782				>50.0	%			97.72	%
against			9,331,911
abstain			636,550
broker non-votes			69,307,585

Stephen M. Waters		shares voted				required vote *				vote received
for			401,970,793				>50.0	%			98.38	%
against			6,604,330
abstain			803,120
broker non-votes			69,307,585

Randall J. Weisenburger		shares voted				required vote *				vote received
for			404,835,346				>50.0	%			99.04	%
against			3,918,999
abstain			623,898
broker non-votes			69,307,585

Rayford Wilkins, Jr.		shares voted				required vote *				vote received
for			394,785,702				>50.0	%			96.58	%
against			13,970,899
abstain			621,642
broker non-votes			69,307,585

(2)

Proposal 2: Approve an amendment of the Certificate of Incorporation to eliminate classification of the board of directors. Proposal 2 was approved as follows:

Proposal 2

shares voted

required vote *

vote received

for

470,209,019

≥80.0

%

82.54

%

against

5,601,094

abstain

2,875,715

broker non-votes

n/a

(3)

Proposal 3: Ratify the appointment of KPMG LLP to serve as Valero’s independent registered public accounting firm for the fiscal year ending December 31, 2011. Proposal 3 was approved as follows:

Proposal 3

shares voted

required vote *

vote received

for

473,385,868

>50.0

%

98.89

%

against

4,508,855

abstain

791,105

broker non-votes

n/a

(4)

Proposal 4: Approve the 2011 Omnibus Stock Incentive Plan. Proposal 4 was approved as follows:

Proposal 4		shares voted				required vote *				vote received
for			355,297,589				>50.0	%			86.79	%
against			53,049,001
abstain			1,031,653
broker non-votes			69,307,585

(5)

Proposal 5: Vote on an advisory resolution to ratify the 2010 compensation of the named executive officers listed in the proxy statement. Proposal 5 was approved as follows:

Proposal 5		shares voted				required vote *				vote received
for			276,157,661				>50.0	%			67.46	%
against			131,857,260
abstain			1,363,322
broker non-votes			69,307,585

(6)

Proposal 6: Recommend the frequency of stockholder votes on executive compensation. Stockholders recommended to hold stockholder votes on executive compensation every year. The votes were apportioned as follows:

Proposal 6		shares voted				required vote *				vote received
one year			388,898,325				n/a				95.00	%
two years			1,515,187								0.37	%
three years			16,337,931								3.99	%
abstain			2,626,800								0.64	%

Stockholder Proposals:

(7)

Proposal 7: Vote on a stockholder proposal entitled, “Disclosure of Political Contributions.” Proposal 7 was not approved. Voting results for Proposal 7 are as follows:

Proposal 7		shares voted				required vote *				vote received
for			108,177,223				>50.0	%			26.42	%
against			194,847,171
abstain			106,353,849
broker non-votes			69,307,585

(8)

Proposal 8: Vote on a stockholder proposal entitled, “Review of Political Contributions.” Proposal 8 was not approved. Voting results for Proposal 8 are as follows:

Proposal 8		shares voted				required vote *				vote received
for			111,825,521				>50.0	%			27.32	%
against			209,150,269
abstain			88,402,453
broker non-votes			69,307,585

(9)

Proposal 9: Vote on a stockholder proposal entitled, “Report on Steps Taken to Reduce Risk of Accidents.” Proposal 9 was not approved. Voting results for Proposal 9 are as follows:

Proposal 9		shares voted				required vote *				vote received
for			136,658,847				>50.0	%			33.38	%
against			178,683,160
abstain			94,036,236
broker non-votes			69,307,585

* Notes:

Required votes. For Proposal 1, as required by Valero’s bylaws, each director is to be elected by the vote of a majority of votes cast with respect to that director’s election. As required by Valero’s Certificate of Incorporation, the affirmative vote of at least 80 percent of the voting power of the outstanding stock was required for approval of Proposal 2. Proposals 3, 4, 5, 7, 8, and 9 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. Proposal 6 sought recommendation from Valero’s 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 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 (a) the affirmative vote of a majority of the voting power of the issued and outstanding shares of the company, or (b) 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 specific instructions are not received, in some instances, a broker may nevertheless vote the shares in the broker’s discretion. But under New York Stock Exchange (NYSE) 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 a majority 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. Per the NYSE’s rules, brokers had discretion to vote at the Annual Meeting on Proposals 2 and 3 only.

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.