Valero Energy (VLO) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 7, 2026, with key items including director elections, an advisory vote on executive compensation, and ratification of KPMG LLP as auditor.

• The board is declassified, with all directors standing for annual election by majority vote.

• The company achieved strong financial and operational results in 2025, including $7.57 diluted EPS, $4.0 billion returned to shareholders, and record safety and environmental performance.

• Significant investments in low-carbon fuels and achievement of GHG reduction targets ahead of schedule were highlighted.

Voting matters and shareholder proposals

• Shareholders will vote on electing 10 directors, approving 2025 executive compensation (say-on-pay), and ratifying KPMG LLP as independent auditor.

• One shareholder proposal regarding off-balance sheet asset retirement obligations was excluded after SEC no-action relief.

Board of directors and corporate governance

• The board consists of 10 nominees with diverse backgrounds in energy, finance, governance, sustainability, and risk management.

• All committees are fully independent, and recent refreshment has brought new members and leadership to key roles.

• The board conducts annual evaluations, maintains a director overboarding policy, and has a robust orientation and continuing education program.

• The combined CEO and Chairman role is counterbalanced by a strong independent Lead Director.