Independent
Tenure on this board
4.8 yrs
Also a director at
Siteone Landscape Supply Inc (SITE)Smith & Wesson Brands Inc (SWBI)Archer Aviation Inc (ACHR)
Meeting calendar
VLO · Annual meeting · Thursday, May 7, 2026
Valero Energy Corp
10 nominees · 3 ballot items.
Elect ten directors; advisory vote to approve 2025 executive compensation (say-on-pay); ratify KPMG LLP as independent auditor; consider other matters if presented.
Market cap
$86.9B
1Y TSR
+86.5%
Board grade
B
Record date
Mar 11, 2026
Filing
DEF 14A
Meeting concluded · May 7, 2026
Follow how the vote landed and what changed on Valero Energy Corp’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of directors
ManagementBoard: FORVote to elect ten director nominees to serve until the 2027 annual meeting.
- 2
Advisory vote to approve 2025 executive compensation
ManagementBoard: FORNon-binding shareholder vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
More detail
This advisory (non-binding) say-on-pay proposal asks shareholders to approve the company’s disclosed 2025 compensation for named executive officers. Management seeks shareholder approval to validate its executive pay program which emphasizes pay-for-performance: an at-risk compensation mix with annual incentives tied to adjusted EPS and operational metrics, and long-term incentives split between relative TSR-based performance shares and time-vested restricted stock. The board recommends a FOR vote, arguing the program aligns executive incentives with shareholder returns and strategic objectives, citing strong 2025 operational and financial results, extensive shareholder engagement following prior say-on-pay feedback, and design features like clawback policy, stock ownership guidelines, and caps on payouts to mitigate excessive risk. The proposal is contextually important because a prior negative recommendation from a proxy advisory firm contributed to lower say-on-pay support in 2025; management emphasized engagement and amended certain incentive features (e.g., expiration of the ETM and removal of a negative TSR cap) explaining these were justified by fulfilled objectives and evolving capital allocation priorities. Investors should weigh the company’s rationale, peer-relative TSR outcomes, and potential governance concerns when evaluating the advisory vote.
- 3
Ratify appointment of KPMG LLP as independent auditor
ManagementBoard: FORRatify the Board’s selection of KPMG LLP to serve as independent registered public accounting firm for 2026.
Director elections
Nominees on the ballot10
Independent
Tenure on this board
10.0 yrs
Also a director at
Lpl Financial Holdings Inc (LPLA)Fluor Corp (FLR)
Independent
Tenure on this board
3.7 yrs
Also a director at
Masco Corp (MAS)
Independent
Tenure on this board
10.0 yrs
Independent
Tenure on this board
14.0 yrs
Also a director at
American Express Co (AXP)
Independent
Tenure on this board
6.5 yrs
Also a director at
Technipfmc PLC (FTI)
Independent
Tenure on this board
0.8 yrs
Not independent
Tenure on this board
3.0 yrs
Independent
Tenure on this board
15.5 yrs
Also a director at
Carnival Corp Ltd (CCL)Corsair Gaming Inc (CRSR)Mp Materials Corp (MP)
Independent
Tenure on this board
15.5 yrs
Also a director at
Morgan Stanley (MS)Caterpillar Inc (CAT)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.6% | 19,625,291 | $4.8B |
| 2 | STATE STREET CORP | 6.6% | 19,615,002 | $4.8B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.0% | 14,878,748 | $3.7B |
| 4 | BlackRock, Inc. | 3.7% | 10,880,117 | $2.7B |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.6% | 7,677,377 | $1.9B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 7,308,840 | $1.8B |
| 7 | BlackRock, Inc. | 2.2% | 6,446,126 | $1.6B |
| 8 | FMR LLC | 2.0% | 5,935,903 | $1.5B |
| 9 | FRANKLIN RESOURCES INC | 1.6% | 4,782,397 | $1.2B |
| 10 | AMERIPRISE FINANCIAL INC | 1.6% | 4,702,943 | $1.2B |
Peers
Nearest market capOther Energy sector meetings6
Upcoming shareholder meetings at Valero Energy Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Weatherford International PLCWFRD
Special meeting·Sep 3, 2026·$5.9B
Granite Ridge Resources IncGRNT
Special meeting·Aug 4, 2026·$603M
Marathon Petroleum CorpMPC
Annual meeting·Apr 29, 2026·$87.3B
Williams Companies IncWMB
Annual meeting·Apr 28, 2026·$91.0B
Phillips 66PSX
Annual meeting·May 13, 2026·$78.6B
Eog Resources IncEOG
Annual meeting·May 20, 2026·$73.2B
Reference
Frequently asked questions
- When is the Valero Energy Corp 2026 annual meeting?
- Valero Energy Corp (VLO) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.
- What is the record date for the Valero Energy Corp 2026 meeting?
- The record date for the Valero Energy Corp 2026 meeting is Wednesday, March 11, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Valero Energy Corp's 2026 meeting?
- The board is presenting 10 director nominees at the Valero Energy Corp 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Valero Energy Corp 2026 meeting?
- Shareholders will vote on 3 proposals at the Valero Energy Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.
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