Valero Energy (VLO) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 6, 2025, to elect directors, approve executive compensation, and ratify the appointment of KPMG LLP as independent auditor.

• Nine director nominees are proposed, with a non-classified board and annual elections; majority voting applies.

• The board highlights strong 2024 performance, including $8.58 EPS, $4.3B returned to shareholders, and successful CEO transition.

• The company emphasizes robust risk management, ESG initiatives, and transparent shareholder engagement.

Voting matters and shareholder proposals

• Shareholders will vote on director elections, a say-on-pay advisory vote, and auditor ratification.

• Proxy access allows groups holding 3%+ of shares for 3 years to nominate directors.

• Majority voting standard for directors; advisory say-on-pay and auditor ratification require majority of votes present.

Board of directors and corporate governance

• Board consists of nine directors, all but the CEO are independent; all committees are fully independent.

• Board committees: Audit, Human Resources and Compensation, Nominating and Corporate Governance, Sustainability and Public Policy.

• Recent leadership transitions: Mr. Riggs became CEO and Chairman; Ms. Eberhart is new Lead Director.

• Board and committee attendance exceeded 98% in 2024; annual evaluations and director education are emphasized.

• Enhanced overboarding and retirement policies ensure director effectiveness.