Delaware | 001-35743 | 46-1365950 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One Valero Way, Building D, Suite 200 San Antonio, Texas | 78249 | |
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
For | Against | Abstain | Broker Non-Vote | ||||
(1) Election of four Class III Director Nominees for a term of three years: | |||||||
Thomas W. Dickson | 64,694,176 | 136,768 | 27,984 | 4,339,307 | |||
Ruben M. Escobedo | 62,358,275 | 2,473,415 | 27,238 | 4,339,307 | |||
Denise Incandela | 61,084,345 | 3,727,945 | 46,638 | 4,339,307 | |||
Alan Schoenbaum | 62,341,181 | 2,491,162 | 26,585 | 4,339,307 | |||
(2) Ratification of the Selection of KPMG LLP as CST’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2016. | 69,035,111 | 114,378 | 48,746 | N/A | |||
(3) Approval of the CST Brands, Inc. Employee Stock Purchase Plan. | 64,382,613 | 426,890 | 49,425 | 4,339,307 | |||
(4) Approval of the CST Brands, Inc. Non-Employee Director Compensation Policy. | 43,319,057 | 21,419,804 | 120,067 | 4,339,307 | |||
(5) Approval, on an Advisory, Non-Binding Basis, of the Compensation of our Named Executive Officers. | 61,548,622 | 2,604,636 | 705,670 | 4,339,307 |
CST BRANDS, INC. | ||
/s/ Gérard J. Sonnier | ||
By: | Gérard J. Sonnier | |
Title: | Senior Vice President, General Counsel and Corporate Secretary |