Valero Energy (VLO) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 7, 2026, to be held virtually, with voting available online, by phone, or by mail for eligible shareholders as of March 11, 2026.

• Proxy materials, including the proxy statement and annual report, are available online or by request, with voting instructions provided for all forms of shareholding.

• Voting is encouraged as a means for shareholders to support the board, management, and strategic direction focused on refining portfolio resilience and high-return growth opportunities.

Voting matters and shareholder proposals

• Election of ten directors to serve until the 2027 annual meeting, with board recommendation to vote for all nominees.

• Advisory vote to approve 2025 executive compensation (say-on-pay), with board recommendation to vote for.

• Ratification of KPMG LLP as independent registered public accounting firm for 2026, with board recommendation to vote for.

• Shareholders may act on other business as may properly come before the meeting or any adjournment.

Board of directors and corporate governance

• Director nominees include Fred M. Diaz, H. Paulett Eberhart, Marie A. Ffolkes, Kimberly S. Greene, Deborah P. Majoras, Eric D. Mullins, Robert L. Reymond, R. Lane Riggs, Randall J. Weisenburger, and Rayford Wilkins, Jr.

• Each share of common stock entitles the holder to one vote per director nominee and proposal.