Form 8-K
8-K — VALERO ENERGY CORP/TX
Accession: 0001628280-26-062625
Filed: 2026-09-18
Period: 2026-09-17
CIK: 0001035002
SIC: 2911 (PETROLEUM REFINING)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — vlo-20260917.htm (Primary)
EX-99.01 (a9182026exh9901pressrelease.htm)
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8-K
8-K (Primary)
Filename: vlo-20260917.htm · Sequence: 1
vlo-20260917
VALERO ENERGY CORP/TX0001035002FALSE00010350022026-09-172026-09-17
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, 2026
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-13175 74-1828067
(State or other jurisdiction
of incorporation) (Commission
File Number) (I.R.S. Employer
Identification No.)
One Valero Way
San Antonio, Texas 78249
(Address of principal executive offices) (Zip Code)
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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock,
par value $0.01 per share VLO New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On September 17, 2026, the board of directors (the “Board”) of Valero Energy Corporation (“Valero”) increased its size to 11 members and elected Matthew Audette as a member of the Board, with an initial term beginning immediately and expiring at Valero’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”). Additionally, the Board appointed Mr. Audette to serve on the Audit Committee of the Board, effective immediately. Mr. Audette is expected to stand for re-election at the 2027 Annual Meeting.
Mr. Audette is entitled to participate in Valero’s non-employee director compensation program, as described under “Director Compensation” in Valero’s proxy statement filed with the Securities and Exchange Commission on March 19, 2026 (the “2026 Proxy Statement”). On September 17, 2026, the Board’s Human Resources and Compensation Committee also approved a modest increase beginning in 2027 of $10,000 to both the annual cash retainer and the equity grant components of our non-employee director compensation program as described in the 2026 Proxy Statement. Pursuant to such program, Mr. Audette is entitled to receive pro-rata compensation for the period of his service on the Board from the date of his election on September 17, 2026, to the anticipated date of the 2027 Annual Meeting. Accordingly, Valero granted Mr. Audette a pro-rata equity grant of 372 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. Audette is also entitled to receive a pro-rata annual cash retainer in the amount of $101,667.
Item 7.01Regulation FD Disclosure.
We are furnishing the disclosure in this Item 7.01 in connection with Valero’s issuance of a press release on September 18, 2026, announcing Mr. Audette’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 99.01 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”), and is not 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 (the “Securities Act”), 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.
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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 and the Exchange Act. The forward-looking statements in this current report on Form 8-K and the exhibit hereto include the expected timing of the 2027 Annual Meeting and expectations that Mr. Audette will stand for re-election at the 2027 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.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. Description
99.01
Press release dated September 18, 2026.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VALERO ENERGY CORPORATION
(Registrant)
Date: September 18, 2026 By: /s/ Richard J. Walsh
Richard J. Walsh
Executive Vice President and General Counsel
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EX-99.01
EX-99.01
Filename: a9182026exh9901pressrelease.htm · Sequence: 2
Document
Exhibit 99.01
Valero Energy Corporation Elects
Matt Audette to its Board of Directors
SAN ANTONIO, September 18, 2026 – Valero Energy Corporation (NYSE: VLO, “Valero”) announced today that Matt Audette has been elected as an independent director to Valero’s board of directors (the “Board”) and has joined the Board’s Audit Committee, effective immediately.
Mr. Audette is the President and Chief Financial Officer of LPL Financial Holdings Inc. (NASDAQ: LPLA, “LPL”), a publicly traded company that serves the financial advisor-mediated marketplace as the nation’s largest independent broker-dealer, a leading investment advisory firm, and a top custodian. In this role, he is responsible for the firm’s financial, risk, compliance, supervision and client service and operations functions. Prior to joining LPL, Mr. Audette served as Executive Vice President and Chief Financial Officer of E*TRADE Financial Corporation and in various other executive and senior management roles at the firm.
“We are very pleased to welcome Matt to our board. With over 15 years of experience as a public company CFO, Matt will complement and enhance the existing depth of financial and accounting expertise on our board,” said Lane Riggs, Valero’s Chairman, Chief Executive Officer and President.
Mr. Audette earned a B.S. in accounting from Virginia Tech. He began his career in public accounting, auditing, and advising financial services clients.
About Valero
Valero Energy Corporation, through its subsidiaries (collectively, Valero), is a multinational manufacturer and marketer of petroleum-based and low-carbon liquid transportation fuels and petrochemical products, and sells its products primarily in the United States (U.S.), Canada, the United Kingdom (U.K.), Ireland, and Latin America. Valero operates 14 petroleum refineries located in the U.S., Canada, and the U.K. with a combined throughput capacity of approximately 3.0 million barrels per day. Valero is a joint venture member in Diamond Green Diesel Holdings LLC, which produces low-carbon fuels including renewable diesel and sustainable aviation fuel (SAF), with a production capacity of approximately 1.2 billion gallons per year in the U.S. Gulf Coast region. See the annual report on Form 10-K for more information on SAF. Valero also owns 12 ethanol plants located in the U.S. Mid-Continent region with a combined production
1
capacity of approximately 1.7 billion gallons per year. Valero manages its operations through its Refining, Renewable Diesel, and Ethanol segments. Please visit investorvalero.com for more information.
Valero Contacts
Investors:
Brian Donovan, Vice President Investor Relations, 210-345-1682
Eric Herbort, Director Investor Relations and Finance, 210-345-3331
Gautam Srivastava, Director Investor Relations, 210-345-3992
Media:
Lillian Riojas, Executive Director Media Relations and Communications, 210-345-5002
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