8-K current report · filed May 8, 2026

Valero Energy (VLO) 8-K Current Report: May 8, 2026

Item 5.02Item 5.07Item 8.01VLO overviewOriginal on SEC EDGAR

Short answer

Valero Energy (VLO) filed an 8-K current report with the SEC on May 8, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders), Item 8.01 (Other Events). Eric A. Fisher, Senior Vice President for Product Supply, Trading and Wholesale, plans retirement around July 1, 2026.

Valero Energy 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • Eric A. Fisher, Senior Vice President for Product Supply, Trading and Wholesale, plans retirement around July 1, 2026
  • Interim transition support reduces execution risk across supply, trading and wholesale operations
  • Succession-plan transition limits immediate disruption but creates leadership-change exposure in a material operating function

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

  • All 10 director nominees elected through Valero’s 2027 annual meeting, receiving 94.59%–99.55% approval
  • Lowest director support: Deborah P. Majoras at 94.59%, still above the majority threshold
  • 2025 named-executive-officer compensation approved with 92.23% support, signaling strong shareholder backing
  • KPMG LLP ratified as independent auditor for fiscal 2026 with 96.54% support
  • 32,350,874 broker non-votes on director and compensation proposals, limiting interpretation of non-management shareholder sentiment

Item 8.01 · Other Events

  • $200,000 stock-unit awards granted to each re-elected non-employee director
  • Each unit converts into one Valero common share, creating shareholder dilution exposure
  • Vesting scheduled for the 2027 annual meeting, followed by a one-year holding period
  • Awards represent the equity component of Valero’s director compensation program

Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean

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