Valero Energy Adopts Say-on-Pay


Valero Energy Corporation’s Board of Directors has adopted a say-on-pay policy, a compensation consultant disclosure policy, as well as other policies that aim to enhance the company’s corporate governance program.


Under the say-on-pay policy, stockholders will be provided an annual non-binding advisory vote on executive compensation, starting with the company’s 2010 annual meeting of stockholders.


“Our executive compensation programs are designed to attract and retain the executive talent necessary to be successful and to align the executives’ financial rewards with the growth and success of the company, promoting long-term, positive results for our stockholders,” said Bill Klesse, Chairman of the Board and CEO for Valero in a press release. “The say-on-pay policy will provide stockholders an opportunity to provide feedback to our Board and management about our executive compensation programs.”


The compensation consultant disclosure policy provides for annual disclosure in Valero’s proxy statement regarding fees paid to Valero’s compensation consultant. This policy is designed to assist stockholders in their assessment of the independence of the consultant, specifically whether the consultant is free from improper conflicts of interest that might arise from excessively high fees paid for non-compensation-related services.


Valero’s Board also approved an executive compensation recovery policy and a political contributions disclosure policy. 


“Valero has always been committed to high standards of corporate governance,” Klesse said. “By adopting these policies, Valero has also demonstrated its commitment to improving its governance program to strengthen investor confidence, increase long-term stockholder value and be responsive to the views of stockholders as best practices in corporate governance evolve.”


Valero Energy Corporation is a Fortune 500 company based in San Antonio and is one of the nation’s largest retail operators with about 5,800 retail and branded wholesale outlets in the U.S, Canada and the Caribbean under the Valero, Diamond Shamrock, Shamrock, Ultramar, and Beacon brands. 




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