Sector: Energy
VALERO ENERGY CORP · Meeting: May 7, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
No overboarding, no attendance issues, and VLO's 3-year TSR outperformed its disclosed peer group median by +53.7pp, well below the 65pp threshold needed to trigger a against vote for a strong-positive-TSR company.
No overboarding, no attendance issues, and VLO's strong outperformance vs. its peer group median does not trigger the underperformance threshold; Eberhart brings relevant energy industry and financial expertise as Audit Committee chair and Lead Director.
No overboarding, no attendance issues, and the TSR trigger does not apply; Ffolkes brings relevant industrial and energy industry experience appropriate for her board role.
No overboarding, no attendance issues, and the TSR trigger does not apply; Greene brings deep energy utility and sustainability expertise relevant to Valero's business.
No overboarding, no attendance issues, and the TSR trigger does not apply; Majoras brings relevant legal, regulatory, and governance experience.
No overboarding, no attendance issues, and the TSR trigger does not apply; Mullins brings energy industry, finance, and investment banking expertise appropriate for audit and compensation committee service.
Reymond joined the board in September 2025, which is within the 24-month new-director exemption period, making him exempt from the TSR trigger entirely; he brings deep refining and energy engineering experience.
As executive director and CEO/Chairman, Riggs is subject to the same TSR trigger as other directors, but VLO's 3-year TSR outperformed the disclosed peer group median by +53.7pp — well below the 65pp threshold — so no trigger fires; his deep operational expertise at Valero is directly relevant.
No overboarding, no attendance issues, and the TSR trigger does not apply; Weisenburger brings strong finance, accounting, and executive compensation expertise relevant to his compensation committee role.
No overboarding, no attendance issues, and the TSR trigger does not apply; Wilkins brings extensive leadership, compensation, and human capital management experience as chair of the Human Resources and Compensation Committee.
All 10 director nominees pass the policy screens: VLO's 3-year total shareholder return of +95.2% outperformed the disclosed compensation peer group median by +53.7 percentage points, which does not meet the 65pp threshold required to trigger against votes for a company with strong-positive absolute TSR. No director is overboarded, attendance was above 97% aggregate in 2025, all committee members are independent, and no familial relationships with senior management were identified. Reymond is exempt from the TSR trigger as a director who joined within the past 24 months.
CEO
R. Lane Riggs
Total Comp
$34,228,523
Prior Support
74.78%%
Although last year's say-on-pay vote came in at approximately 75% (74.78% including abstentions), which is above the 70% threshold that would require confirmed non-response to trigger a against vote, the compensation structure itself passes the key policy screens: roughly 90% of the CEO's target pay is variable and at risk, with performance shares tied to a rigorous 3-year relative total shareholder return metric versus an industry peer group and restricted stock providing long-term alignment. VLO's 3-year total shareholder return of +95.2% substantially outperformed the peer group median, and the company's own pay-for-performance analysis shows TSR ranked at the 86th percentile while CEO pay ranked at only the 64th percentile among peers, demonstrating that pay was below performance. The company has a meaningful clawback policy exceeding SEC/NYSE minimum requirements, strong stock ownership guidelines, and engaged robustly with shareholders following the 2025 vote, making visible structural explanations for the prior-year deviation rather than ignoring shareholder feedback.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG is a Big 4 firm appropriate for a $73 billion market cap energy company. The auditor fee table in the provided data does not contain extractable dollar figures for audit and non-audit fees in a usable format, so the non-audit fee ratio trigger cannot be confirmed as firing; absent confirmed data, the default is FOR. No disclosed material financial restatements attributable to audit failure were identified. Auditor tenure was not explicitly disclosed in the available filing text, so the tenure trigger does not apply per policy.
1 proposal submitted by shareholders
Proposal 4
This proposal was excluded from the proxy statement after the SEC Staff granted Valero's no-action request, meaning it will not actually appear on the ballot for shareholders to vote on at the 2026 annual meeting. To the extent an analytical position is required, the proposal asks for off-balance-sheet asset retirement obligation disclosures that Valero and its independent auditor conclude are inconsistent with GAAP accounting treatment, meaning the requested information could be misleading rather than clarifying to shareholders. Without a confirmed credible institutional or governance-activist filer identity and given the company's substantive GAAP-based objection — corroborated twice by SEC Staff no-action relief — there is insufficient basis to support this request against management's opposition.
Valero Energy's 2026 annual meeting ballot is straightforward: the full 10-person director slate earns FOR votes across the board given VLO's exceptional 3-year total shareholder return of +95.2% that outpaced the company's own peer group median by over 53 percentage points, and no director triggers overboarding, attendance, or independence concerns. The executive compensation program earns a FOR vote based on a strong pay-for-performance structure where roughly 90% of CEO pay is at risk, performance ranked at the 86th peer percentile while pay ranked at only the 64th, and the company engaged meaningfully with shareholders following a lower-than-usual prior-year vote; the sole stockholder proposal on asset retirement obligations was excluded from the ballot via SEC no-action relief and will not be presented to shareholders.
14 companies disclosed in 2026 proxy filing
