Valero Energy (VLO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 6, 2025, at 11:00 AM CDT, to be held virtually for shareholder participation.

• Proxy materials, including the Proxy Statement and Annual Report, are available online or by request starting March 18, 2025.

• Record date for voting eligibility is March 10, 2025; voting deadlines vary by share type, with final deadlines on May 1 and May 5, 2025.

• Shareholders can vote online, by phone, or by mail using a unique control number provided in proxy materials.

Voting matters and shareholder proposals

• Election of nine directors to serve until the 2026 Annual Meeting, with board recommending a vote for all nominees.

• Advisory vote to approve 2024 executive compensation (say-on-pay), with board recommending approval.

• Ratification of KPMG LLP as independent registered public accounting firm for 2025, with board recommending approval.

• Additional business may be addressed as properly brought before the meeting.

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, R. Lane Riggs, Randall J. Weisenburger, and Rayford Wilkins, Jr.

• Shareholders have one vote per share for each director nominee.