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VLO > SEC Filings for VLO > Form 8-K on 14-Nov-2012All Recent SEC Filings

Show all filings for VALERO ENERGY CORP/TX



Change in Directors or Principal Officers, Financial Statements and Exhibit

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On November 9, 2012, the board of directors of Valero Energy Corporation ("Valero") elected Joseph W. Gorder, age 55, as President and Chief Operating Officer, effective January 1, 2013. As President and COO, Mr. Gorder will continue to be responsible for Valero's refining operations, as well as Valero's commercial operations in marketing, supply and transportation. Mr. Gorder previously was Executive Vice President and Chief Operating Officer, and served in that capacity since January 2011. Prior to that he served as Executive Vice President-Marketing and Supply beginning in December 2005. He has held several positions with Valero during his career, with responsibilities for refining, marketing, supply, transportation, and corporate development.

(e) On November 9, 2012, Valero's board of directors approved grants of (i) options to purchase shares of the Company's common stock ("Common Stock"),
(ii) restricted shares of Common Stock, and (iii) performance shares, to Valero's "named executive officers" (as defined in Item 402(a)(3) of Regulation S-K). The grants were made under Valero's 2011 Omnibus Stock Incentive Plan.

The stock options have an exercise price equal to the reported market price of Valero's Common Stock on the date of grant, vest annually in one-third increments beginning November 9, 2013, and expire ten years from the date of grant. The options become exercisable, if at all, annually in equal one-third increments and are exercisable only if the reported market price of Valero's Common Stock on the NYSE equals or exceeds a price that is 25 percent greater than the options' exercise price. The restricted shares vest (become nonforfeitable) in equal annual installments over a period of three years beginning November 9, 2013.

The performance shares are subject to vesting in three annual increments, beginning in January 2014, based upon the Company's performance. Upon vesting, the performance shares are payable in shares of Common Stock in amounts ranging from zero to 200 percent of the number of vested performance shares. The specific grants to Valero's "named executive officers" (as defined) are listed in the following table.

name and title                          stock options         restricted shares         performance shares
William R. Klesse, CEO & President              92,250                   179,383                    110,700

Joseph W. Gorder, EVP & COO                     35,110                    66,033                     42,130

Michael S. Ciskowski, EVP & CFO                 30,440                    60,113                     36,520

Kimberly S. Bowers, EVP                         14,030                    27,593                     16,840

S. Eugene Edwards, EVP                          14,030                    27,593                     16,840

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.01    Valero Energy Corporation 2011 Omnibus Stock Incentive Plan -
         incorporated by reference to Appendix A to Valero's definitive proxy
         statement on Schedule 14A filed March 18, 2011 (SEC File No. 1-13175).

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