UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On September 11, 2023, Cheryl L. Thomas, age 62, and Senior Vice President and Chief Technology Officer of Valero Energy Corporation (“Valero”), informed Valero that she intends to retire on or about January 2, 2024. In the interim, Ms. Thomas plans to help transition her responsibilities internally as part of Valero’s succession plan.
| Item 7.01 | Regulation FD Disclosure. |
The Board of Directors of Valero (the “Board”) authorized us to purchase shares of our outstanding common stock for a total cost of up to $2.5 billion with no expiration date, which is in addition to the amount remaining available for purchase under the $2.5 billion authorization that was approved by the Board on February 23, 2023.
The information in Item 7.01 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 (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 Item 7.01 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 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 include expectations with respect to executive retirements, among other items. 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.
| VALERO ENERGY CORPORATION | ||||||
| Date: September 15, 2023 | by: | /s/ Richard J. Walsh | ||||
| Richard J. Walsh | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||
Document and Entity Information |
Sep. 11, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | VALERO ENERGY CORP/TX |
| Amendment Flag | false |
| Entity Central Index Key | 0001035002 |
| Document Type | 8-K |
| Document Period End Date | Sep. 11, 2023 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-13175 |
| Entity Tax Identification Number | 74-1828067 |
| Entity Address, Address Line One | One Valero Way |
| Entity Address, City or Town | San Antonio |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 78249 |
| City Area Code | (210) |
| Local Phone Number | 345-2000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, par value $0.01 per share |
| Trading Symbol | VLO |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |