8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2021 (September 16, 2021)

VALERO ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (210) 345-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

(d)    On September 16, 2021, the board of directors (the “Board”) of Valero Energy Corporation (“Valero”) increased its size to 12 members and elected Fred M. Diaz as a member of the Board, with an initial term beginning immediately and expiring at Valero’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”). Additionally, the Board appointed Mr. Diaz to serve on the Nominating/Governance and Public Policy Committee of the Board, effective immediately. Mr. Diaz is expected to stand for re-election at the 2022 Annual Meeting.

Mr. Diaz is entitled to participate in Valero’s non-employee director compensation program, as described under “Director Compensation” in Valero’s 2020 proxy statement filed with the Securities and Exchange Commission on March 18, 2021. Mr. Diaz is entitled to receive pro-rata compensation for the period of his service on the Board from the date of his election on September 16, 2021, to the anticipated date of the 2022 Annual Meeting. Accordingly, Valero granted Mr. Diaz a pro-rata equity grant of 2,021 stock units upon his election to the Board, which are scheduled to vest in full on the first anniversary of the date of grant, and Mr. Diaz is also entitled to receive a pro-rata annual cash retainer in the amount of $86,666.67.

We are furnishing the disclosure in this Item 7.01 in connection with Valero’s issuance of a press release on September 16, 2021, announcing Mr. Diaz’s election to the Board and disclosing other items related to the disclosure in Item 5.02 above. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01

The information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being furnished, not “filed,” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement filed by Valero under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing. The furnishing of the information in Items 7.01 and 9.01 of this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by Valero that such information is material or complete, or that investors should consider such information before making an investment decision with respect to any security of Valero or any of its affiliates.

Safe Harbor Statement

Statements contained in this Current Report on Form 8-K and the exhibit hereto that state Valero’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The forward-looking statements in this Current Report on Form 8-K and the exhibit hereto include the expected timing of the 2022 Annual Meeting and expectations that Mr. Diaz will stand for re-election at the 2022 Annual Meeting. It is important to note that actual results could differ materially from those projected in such forward-looking statements based on numerous factors, including those outside of Valero’s control. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see Valero’s annual report on Form 10-K, quarterly reports on Form 10-Q, and other reports filed with the Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.01

Exhibit 99.01

Valero Energy Corporation Elects Fred M. Diaz to Board of Directors

SAN ANTONIO, September 16, 2021 – Valero Energy Corporation (NYSE: VLO, “Valero”) announced today that Fred M. Diaz has been elected as an independent director to Valero’s board of directors (the “Board”) and has joined the Board’s Nominating/Governance and Public Policy Committee, effective immediately.

Mr. Diaz most recently served as President, Chief Executive Officer and Chairman of the Board of Directors of Mitsubishi Motors North America, Inc. He has extensive experience in the global transportation industry, and previously served in various executive and senior management roles at Mitsubishi Motors Corporation in Japan, Nissan Motor Corporation, and Fiat Chrysler Automobiles, where he served as President and Chief Executive Officer of both the Ram Truck brand and Chrysler Mexico.

“We are honored to welcome Fred to our board. He brings a valuable perspective on the transportation sector through his experience as a business leader across the globe,” said Joe Gorder, Valero’s Chairman and Chief Executive Officer.

Mr. Diaz was born and raised in San Antonio, Texas and currently serves on the board of directors of SiteOne Landscape Supply, Inc., Smith & Wesson Brands, Inc. and Archer Aviation Inc. Mr. Diaz is a Director Member of the Latino Corporate Directors Association (LCDA) and a National Association of Corporate Directors (NACD) Board Leadership Fellow.

About Valero

Valero Energy Corporation, through its subsidiaries (collectively, “Valero”), is an international manufacturer and marketer of transportation fuels and petrochemical products. Valero is a Fortune 500 company based in San Antonio, Texas, and it owns 15 petroleum refineries with a combined throughput capacity of approximately 3.2 million barrels per day and 13 ethanol plants with a combined production capacity of approximately 1.7 billion gallons per year. The petroleum

refineries are located in the United States (U.S.), Canada and the United Kingdom (U.K.), and the ethanol plants are located in the Mid-Continent region of the U.S. Valero is also a joint venture partner in Diamond Green Diesel, which owns and operates a renewable diesel plant in Norco, Louisiana. Diamond Green Diesel is North America’s largest biomass-based diesel plant. Valero sells its products in the wholesale rack or bulk markets in the U.S., Canada, the U.K., Ireland and Latin America. Approximately 7,000 outlets carry Valero’s brand names. Please visit www.investorvalero.com for more information.

Valero Contacts

Investors:

Homer Bhullar, Vice President – Investor Relations and Finance, 210-345-1982

Eric Herbort, Senior Manager – Investor Relations, 210-345-3331

Gautam Srivastava, Senior Manager – Investor Relations, 210-345-3992

Media:

Lillian Riojas, Executive Director – Media Relations and Communications, 210-345-5002