--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-142878" form_type: "8-K" ticker: "VLO" cik: "0001035002" company_name: "VALERO ENERGY CORP/TX" filed_at: "2023-05-12T23:59:59+00:00" generated_at: "2026-06-15T02:05:02.024909+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # Valero CEO Gorder to retire, Riggs promoted to CEO effective June 30, 2023 ## Summary - CEO Joseph W. Gorder retires effective June 30, 2023, becomes Executive Chairman. - President/COO R. Lane Riggs promoted to CEO and President; joins Board of Directors. - Riggs gets $1.425M salary, 160% bonus target for H2 2023, 700% LTI target. - Transitional LTI grant of $2,031,250 in 50% restricted shares and 50% performance shares to Riggs. - Director Philip J. Pfeiffer retired May 9, 2023; all directors re-elected at annual meeting. ## SEC filing metadata - accession: 0001193125-23-142878 - form_type: 8-K - ticker: VLO - cik: 0001035002 - company_name: VALERO ENERGY CORP/TX - filed_at: 2023-05-12T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 5.02, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1035002/000119312523142878/0001193125-23-142878-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1035002/000119312523142878/d476944d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-142878 - JSON: https://secwatch.observer/filing/0001193125-23-142878.json - Plain text: https://secwatch.observer/filing/0001193125-23-142878.txt ## Key facts - Executive change Joseph W. Gorder changed role as Executive Chairman at VALERO ENERGY CORP/TX. - Action: retired as Chief Executive Officer, became Executive Chairman - Role: Executive Chairman source text: Joseph W. Gorder, Valero’s Chief Executive Officer and Chairman of the board of directors of Valero (the “Board”) will retire from his position as Chief Executive Officer and will become Executive Chairman of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1035002/000119312523142878/0001193125-23-142878-index.htm - Executive change R. Lane Riggs changed role as Chief Executive Officer and President at VALERO ENERGY CORP/TX. - Action: promoted - Role: Chief Executive Officer and President source text: R. Lane Riggs, Valero’s President and Chief Operating Officer will become Chief Executive Officer and President and a member of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1035002/000119312523142878/0001193125-23-142878-index.htm - Executive change Philip J. Pfeiffer retired as Director at VALERO ENERGY CORP/TX. - Action: retired - Role: Director source text: effective May 9, 2023, director Philip J. Pfeiffer retired from the Board in accordance with the terms of Valero’s director retirement policy. evidence_url: https://www.sec.gov/Archives/edgar/data/1035002/000119312523142878/0001193125-23-142878-index.htm - Shareholder Votes VALERO ENERGY CORP/TX shareholders approved Advisory vote to ratify the 2022 compensation of the named executive officers listed in the proxy statement at the 2023-05-09 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-09 source text: Proposal 3 shares voted required vote * vote received for 270,293,198 >50.0 % 94.16 % against 15,262,342 abstain 1,499,600 broker non-votes 37,821,962 evidence_url: https://www.sec.gov/Archives/edgar/data/1035002/000119312523142878/0001193125-23-142878-index.htm - Shareholder Votes VALERO ENERGY CORP/TX shareholders rejected Stockholder proposal to oversee and issue an additional racial equity audit and report at the 2023-05-09 meeting. - Outcome: failed - Meeting: 2023-05-09 source text: Proposal 6 shares voted required vote * vote received for 33,602,449 >50.0 % 11.70 % against 249,671,086 abstain 3,781,605 broker non-votes 37,821,962 evidence_url: https://www.sec.gov/Archives/edgar/data/1035002/000119312523142878/0001193125-23-142878-index.htm - Shareholder Votes VALERO ENERGY CORP/TX shareholders approved Ratify the appointment of KPMG LLP to serve as Valero’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-05-09 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-09 source text: Proposal 2 shares voted required vote * vote received for 320,546,515 >50.0 % 98.66 % against 3,491,121 abstain 839,466 broker non-votes n/a evidence_url: https://www.sec.gov/Archives/edgar/data/1035002/000119312523142878/0001193125-23-142878-index.htm - Shareholder Votes VALERO ENERGY CORP/TX shareholders approved Election of directors at the 2023-05-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-09 source text: Fred M. Diaz shares voted required vote * vote received for 268,864,175 >50.0 % 93.91 % against 17,414,897 abstain 776,068 broker non-votes 37,821,962 evidence_url: https://www.sec.gov/Archives/edgar/data/1035002/000119312523142878/0001193125-23-142878-index.htm - Shareholder Votes VALERO ENERGY CORP/TX shareholders rejected Stockholder proposal to set different GHG emissions reductions targets (Scopes 1, 2, and 3) at the 2023-05-09 meeting. - Outcome: failed - Meeting: 2023-05-09 source text: Proposal 5 shares voted required vote * vote received for 91,375,914 >50.0 % 31.83 % against 184,973,456 abstain 10,705,770 broker non-votes 37,821,962 evidence_url: https://www.sec.gov/Archives/edgar/data/1035002/000119312523142878/0001193125-23-142878-index.htm - Shareholder Votes VALERO ENERGY CORP/TX shareholders approved Advisory vote to recommend the frequency of stockholder advisory votes on executive compensation at the 2023-05-09 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-09 source text: Proposal 4 shares voted required vote * vote received every year 279,843,352 n/a 97.48 % every two years 702,930 0.24 % every three years 5,578,423 1.94 % abstain 930,435 0.32 % broker non-votes 37,821,962 evidence_url: https://www.sec.gov/Archives/edgar/data/1035002/000119312523142878/0001193125-23-142878-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.