Valero Energy Reports Departure of Director and Shareholder Votes on Key Items

SAN ANTONIO, May 8, 2026 — Valero Energy Corp. reported the departure of a board member and the outcomes of matters submitted to a vote of security holders in a Form 8-K filed with the SEC on May 8.

The filing covers Item 5.02 on departure of directors or principal officers, Item 5.07 on submission of matters to a vote of security holders, Item 8.01 on other events, and Item 9.01 on financial statements and exhibits. Valero Energy, with CIK 0001035002 and ticker VLO, is a major independent petroleum refiner and marketer operating primarily in the United States, Canada, and the United Kingdom.

Under Item 5.02, the company identified a specific director departure, though the named individual, exact role details, effective date, and any cited cause appear in the exhibits attached to the filing. Prior to the departure, the board operated with its then-current composition; the new state reflects one fewer director until any election or appointment fills the vacancy.

Standard SEC rules require the company to report any subsequent board actions or appointments in follow-on filings.

Item 5.07 discloses the specific proposals voted on by shareholders and the precise vote tallies for each, including the number of shares voted for, against, abstained, and broker non-votes where applicable. These results determine ratification of auditors, approval of executive compensation, or election of directors depending on the precise matters listed in the proxy statement incorporated by reference.

The operational delta requires Valero to update its board structure and governance disclosures. Any new director election must comply with NYSE listing standards and SEC Form 8-K Item 5.02 reporting within four business days of the election. The shareholder vote outcomes also set the clock for any compensatory or governance adjustments required under existing company bylaws or compensation agreements.

Downstream, the departure initiates board committee reassignments if the director served on audit, compensation, or nominating committees, potentially requiring the company to reconstitute those committees to maintain compliance with NYSE independence rules and SEC audit committee requirements.

The vote results on executive compensation directly inform the company's next Compensation Discussion and Analysis in its upcoming proxy statement. Markets and proxy advisory firms receive the certified vote counts for their governance ratings and investment analysis.

The filing also opens the window for any related Form 4 or Form 5 insider transaction reports if the departure involved equity awards.

This filing represents Valero's required disclosure following its 2026 annual meeting. The company last reported similar board and shareholder matters in its prior-year 8-K after the 2025 annual meeting. SEC rules mandate that public companies file Form 8-K within four business days of events triggering Items 5.02 and 5.07.