Home › Companies › VALERO ENERGY CORP. › 2023-2024

VALERO ENERGY CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and VALERO ENERGY CORP.’s Form 8-K, filed May 20, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 13Ballot items
  • 1,060Asset managers
  • 13,712Fund votes
  • May 15, 2024Meeting date

Results at a glance

Meeting of May 15, 2024: 13 items on VALERO ENERGY CORP.’s Form 8-K, filed May 20, 2024: 2 approved · 11 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore VALERO ENERGY CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by VALERO ENERGY CORP.

These tallies are VALERO ENERGY CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 20, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

VALERO ENERGY CORP. — official shareholder meeting results, meeting held May 15, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Fred M. Diaz 246,025,7443,521,951379,190 --36,825,374 99%Not verified—
Elect Director: H. Paulett Eberhart 243,486,5816,072,932367,372 --36,825,374 98%Not verified—
Elect Director: Marie A. Ffolkes 246,212,4313,288,732425,722 --36,825,374 99%Not verified—
Elect Director: Joseph W. Gorder 237,655,92411,892,014378,947 --36,825,374 95%Not verified—
Elect Director: Kimberly S. Greene 242,707,1536,787,392432,340 --36,825,374 97%Not verified—
Elect Director: Deborah P. Majoras 227,603,26221,976,096347,527 --36,825,374 91%Not verified—
Elect Director: Eric D. Mullins 246,846,9982,710,781369,106 --36,825,374 99%Not verified—
Elect Director: Robert A. Profusek 237,327,52912,233,384365,972 --36,825,374 95%Not verified—
Elect Director: R. Lane Riggs 245,269,0104,289,069368,806 --36,825,374 98%Not verified—
Elect Director: Randall J. Weisenburger 240,189,4919,347,075390,319 --36,825,374 96%Not verified—
Elect Director: Rayford Wilkins, Jr. 237,462,92312,090,436373,526 --36,825,374 95%Not verified—
2. Advisory vote to ratify the 2023 compensation of the named executive officers listed in the proxy statement 237,204,35011,467,9631,254,572 --36,825,374 95%Approved—
3. Ratify the appointment of KPMG LLP to serve as Valero’s independent registered public accounting firm for the fiscal year ending December 31, 2024 278,796,8687,252,600702,791 ---- 97%Approved—

Source: VALERO ENERGY CORP., Form 8-K, filed with the SEC on May 20, 2024 — read the filing on EDGAR.

How asset managers voted at the VALERO ENERGY CORP. 2023-2024 meeting

Each item below shows how the 1,060 asset managers that disclosed a VALERO ENERGY CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Rayford Wilkins, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 237,462,923AGAINST: 12,090,436
Details: description as filed, official tally, votes by 195 asset managers

Description as filed by funds: Elect directors to serve until the 2025 Annual Meeting of Stockholders: Rayford Wilkins, Jr.

VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Rayford Wilkins, Jr.”): 237,462,923 for, 12,090,436 against, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 195 asset managers below reported 108,477,938 for, 445,192 against, 61,638 abstained.

FOR
FOR: 108,477,938AGAINST: 445,192ABSTAIN: 61,638
Largest asset managers voting on “Elect directors to serve until the 2025 Annual Meeting of Stockholders: Rayford Wilkins, Jr.” at VALERO ENERGY CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,017,3480 00For
Fidelity12,386,0490 00For
BlackRock10,331,5481,841 00For
State Street9,726,987535 00For
Charles Schwab8,004,6920 00For
Columbia Threadneedle4,625,0880 00For
TIAA3,819,3970 00For
Dimensional3,191,3540 00For
Pacer Funds Trust3,040,3960 00For
Invesco2,765,9390 00For
Putnam2,367,0450 00For
MFS1,651,6670 00For
Allspring1,300,0410 00For
Jackson National1,080,4610 00For
T. Rowe Price972,6830 00For
Victory Capital704,6140 00For
Prudential/PGIM692,7520 00For
Voya562,0250 00For
MASTER INVESTMENT PORTFOLIO517,2240 00For
Neuberger Berman435,2180 00For
SEI402,5520 00For
First Trust398,6810 00For
BNY Mellon388,8050 00For
Brighthouse289,2100 58,4080Mixed
Equitable316,0020 00For

Showing the 25 largest of 195 asset managers. See all 195 in the interactive database.

2. Elect Director: Deborah P. Majoras

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%
FOR: 227,603,262AGAINST: 21,976,096
Details: description as filed, official tally, votes by 194 asset managers

Description as filed by funds: Elect directors to serve until the 2025 Annual Meeting of Stockholders: Deborah P. Majoras

VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Deborah P. Majoras”): 227,603,262 for, 21,976,096 against, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 194 asset managers below reported 103,159,027 for, 5,745,128 against, 61,637 abstained.

FOR
FOR: 103,159,027AGAINST: 5,745,128ABSTAIN: 61,637
Largest asset managers voting on “Elect directors to serve until the 2025 Annual Meeting of Stockholders: Deborah P. Majoras” at VALERO ENERGY CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,017,3480 00For
Fidelity12,386,0490 00For
BlackRock10,328,2025,187 00For
State Street9,726,3871,135 00For
Charles Schwab8,004,6920 00For
Columbia Threadneedle4,625,0880 00For
TIAA03,819,397 00Against
Dimensional3,191,3540 00For
Pacer Funds Trust3,040,3960 00For
Invesco2,765,9390 00For
Putnam2,367,0450 00For
MFS1,651,6670 00For
Allspring1,300,0410 00For
Jackson National1,080,4610 00For
T. Rowe Price972,6830 00For
Victory Capital4,141700,473 00Against
Prudential/PGIM692,7520 00For
Voya562,0250 00For
MASTER INVESTMENT PORTFOLIO517,2240 00For
Neuberger Berman435,2180 00For
SEI402,5520 00For
First Trust398,6810 00For
BNY Mellon388,8050 00For
Brighthouse289,2100 58,4080Mixed
Equitable315,511491 00For

Showing the 25 largest of 194 asset managers. See all 194 in the interactive database.

3. Elect Director: Eric D. Mullins

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 246,846,998AGAINST: 2,710,781
Details: description as filed, official tally, votes by 194 asset managers

Description as filed by funds: Elect directors to serve until the 2025 Annual Meeting of Stockholders: Eric D. Mullins

VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Eric D. Mullins”): 246,846,998 for, 2,710,781 against, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 194 asset managers below reported 108,835,279 for, 68,876 against, 61,638 abstained.

FOR
FOR: 108,835,279AGAINST: 68,876ABSTAIN: 61,638
Largest asset managers voting on “Elect directors to serve until the 2025 Annual Meeting of Stockholders: Eric D. Mullins” at VALERO ENERGY CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,017,3480 00For
Fidelity12,386,0490 00For
BlackRock10,331,5481,841 00For
State Street9,727,120402 00For
Charles Schwab8,004,6920 00For
Columbia Threadneedle4,625,0880 00For
TIAA3,819,3970 00For
Dimensional3,191,3540 00For
Pacer Funds Trust3,040,3960 00For
Invesco2,765,9390 00For
Putnam2,367,0450 00For
MFS1,651,6670 00For
Allspring1,300,0410 00For
Jackson National1,080,4610 00For
T. Rowe Price972,6830 00For
Victory Capital704,6140 00For
Prudential/PGIM692,7520 00For
Voya562,0250 00For
MASTER INVESTMENT PORTFOLIO517,2240 00For
Neuberger Berman435,2180 00For
SEI402,5520 00For
First Trust398,6810 00For
BNY Mellon388,8050 00For
Brighthouse289,2100 58,4080Mixed
Equitable316,0020 00For

Showing the 25 largest of 194 asset managers. See all 194 in the interactive database.

4. Elect Director: Fred M. Diaz

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 246,025,744AGAINST: 3,521,951
Details: description as filed, official tally, votes by 194 asset managers

Description as filed by funds: Elect directors to serve until the 2025 Annual Meeting of Stockholders: Fred M. Diaz

VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Fred M. Diaz”): 246,025,744 for, 3,521,951 against, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 194 asset managers below reported 108,901,628 for, 2,527 against, 61,638 abstained.

FOR
FOR: 108,901,628AGAINST: 2,527ABSTAIN: 61,638
Largest asset managers voting on “Elect directors to serve until the 2025 Annual Meeting of Stockholders: Fred M. Diaz” at VALERO ENERGY CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,017,3480 00For
Fidelity12,386,0490 00For
BlackRock10,331,5481,841 00For
State Street9,727,120402 00For
Charles Schwab8,004,6920 00For
Columbia Threadneedle4,625,0880 00For
TIAA3,819,3970 00For
Dimensional3,191,3540 00For
Pacer Funds Trust3,040,3960 00For
Invesco2,765,9390 00For
Putnam2,367,0450 00For
MFS1,651,6670 00For
Allspring1,300,0410 00For
Jackson National1,080,4610 00For
T. Rowe Price972,6830 00For
Victory Capital704,6140 00For
Prudential/PGIM692,7520 00For
Voya562,0250 00For
MASTER INVESTMENT PORTFOLIO517,2240 00For
Neuberger Berman435,2180 00For
SEI402,5520 00For
First Trust398,6810 00For
BNY Mellon388,8050 00For
Brighthouse289,2100 58,4080Mixed
Equitable316,0020 00For

Showing the 25 largest of 194 asset managers. See all 194 in the interactive database.

5. Elect Director: H. Paulett Eberhart

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 243,486,581AGAINST: 6,072,932
Details: description as filed, official tally, votes by 194 asset managers

Description as filed by funds: Elect directors to serve until the 2025 Annual Meeting of Stockholders: H. Paulett Eberhart

VALERO ENERGY CORP.’s own tally for this item (“Elect Director: H. Paulett Eberhart”): 243,486,581 for, 6,072,932 against, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 194 asset managers below reported 108,899,719 for, 4,436 against, 61,638 abstained.

FOR
FOR: 108,899,719AGAINST: 4,436ABSTAIN: 61,638
Largest asset managers voting on “Elect directors to serve until the 2025 Annual Meeting of Stockholders: H. Paulett Eberhart” at VALERO ENERGY CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,017,3480 00For
Fidelity12,386,0490 00For
BlackRock10,331,5481,841 00For
State Street9,727,120402 00For
Charles Schwab8,004,6920 00For
Columbia Threadneedle4,625,0880 00For
TIAA3,819,3970 00For
Dimensional3,191,3540 00For
Pacer Funds Trust3,040,3960 00For
Invesco2,765,9390 00For
Putnam2,367,0450 00For
MFS1,651,6670 00For
Allspring1,300,0410 00For
Jackson National1,080,4610 00For
T. Rowe Price972,6830 00For
Victory Capital704,6140 00For
Prudential/PGIM692,7520 00For
Voya562,0250 00For
MASTER INVESTMENT PORTFOLIO517,2240 00For
Neuberger Berman435,2180 00For
SEI402,5520 00For
First Trust398,6810 00For
BNY Mellon388,8050 00For
Brighthouse289,2100 58,4080Mixed
Equitable316,0020 00For

Showing the 25 largest of 194 asset managers. See all 194 in the interactive database.

6. Elect Director: Joseph W. Gorder

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 237,655,924AGAINST: 11,892,014
Details: description as filed, official tally, votes by 194 asset managers

Description as filed by funds: Elect directors to serve until the 2025 Annual Meeting of Stockholders: Joseph W. Gorder

VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Joseph W. Gorder”): 237,655,924 for, 11,892,014 against, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 194 asset managers below reported 108,455,314 for, 448,841 against, 61,638 abstained.

FOR
FOR: 108,455,314AGAINST: 448,841ABSTAIN: 61,638
Largest asset managers voting on “Elect directors to serve until the 2025 Annual Meeting of Stockholders: Joseph W. Gorder” at VALERO ENERGY CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,017,3480 00For
Fidelity12,386,0490 00For
BlackRock10,331,5481,841 00For
State Street9,726,987535 00For
Charles Schwab8,004,6920 00For
Columbia Threadneedle4,625,0880 00For
TIAA3,819,3970 00For
Dimensional3,191,3540 00For
Pacer Funds Trust3,040,3960 00For
Invesco2,765,9390 00For
Putnam2,367,0450 00For
MFS1,651,6670 00For
Allspring1,300,0410 00For
Jackson National1,080,4610 00For
T. Rowe Price972,6830 00For
Victory Capital704,6140 00For
Prudential/PGIM692,7520 00For
Voya562,0250 00For
MASTER INVESTMENT PORTFOLIO517,2240 00For
Neuberger Berman435,2180 00For
SEI402,5520 00For
First Trust398,6810 00For
BNY Mellon388,8050 00For
Brighthouse289,2100 58,4080Mixed
Equitable316,0020 00For

Showing the 25 largest of 194 asset managers. See all 194 in the interactive database.

7. Elect Director: Kimberly S. Greene

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 242,707,153AGAINST: 6,787,392
Details: description as filed, official tally, votes by 194 asset managers

Description as filed by funds: Elect directors to serve until the 2025 Annual Meeting of Stockholders: Kimberly S. Greene

VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Kimberly S. Greene”): 242,707,153 for, 6,787,392 against, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 194 asset managers below reported 108,767,244 for, 136,909 against, 61,639 abstained.

FOR
FOR: 108,767,244AGAINST: 136,909ABSTAIN: 61,639
Largest asset managers voting on “Elect directors to serve until the 2025 Annual Meeting of Stockholders: Kimberly S. Greene” at VALERO ENERGY CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,017,3480 00For
Fidelity12,386,0490 00For
BlackRock10,328,2025,187 00For
State Street9,726,846676 00For
Charles Schwab8,004,6920 00For
Columbia Threadneedle4,625,0880 00For
TIAA3,819,3970 00For
Dimensional3,191,3540 00For
Pacer Funds Trust3,040,3960 00For
Invesco2,765,9390 00For
Putnam2,367,0450 00For
MFS1,651,6670 00For
Allspring1,300,0410 00For
Jackson National1,080,4610 00For
T. Rowe Price972,6830 00For
Victory Capital704,6140 00For
Prudential/PGIM692,7520 00For
Voya562,0250 00For
MASTER INVESTMENT PORTFOLIO517,2240 00For
Neuberger Berman435,2180 00For
SEI402,5520 00For
First Trust398,6810 00For
BNY Mellon388,8050 00For
Brighthouse289,2100 58,4080Mixed
Equitable316,0020 00For

Showing the 25 largest of 194 asset managers. See all 194 in the interactive database.

8. Elect Director: Marie A. Ffolkes

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 246,212,431AGAINST: 3,288,732
Details: description as filed, official tally, votes by 194 asset managers

Description as filed by funds: Elect directors to serve until the 2025 Annual Meeting of Stockholders: Marie A. Ffolkes

VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Marie A. Ffolkes”): 246,212,431 for, 3,288,732 against, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 194 asset managers below reported 108,704,765 for, 133,033 against, 127,995 abstained.

FOR
FOR: 108,704,765AGAINST: 133,033ABSTAIN: 127,995
Largest asset managers voting on “Elect directors to serve until the 2025 Annual Meeting of Stockholders: Marie A. Ffolkes” at VALERO ENERGY CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,017,3480 00For
Fidelity12,386,0490 00For
BlackRock10,328,2025,187 00For
State Street9,726,846676 00For
Charles Schwab8,004,6920 00For
Columbia Threadneedle4,625,0880 00For
TIAA3,819,3970 00For
Dimensional3,191,3540 00For
Pacer Funds Trust3,040,3960 00For
Invesco2,765,9390 00For
Putnam2,367,0450 00For
MFS1,651,6670 00For
Allspring1,300,0410 00For
Jackson National1,080,4610 00For
T. Rowe Price972,6830 00For
Victory Capital704,6140 00For
Prudential/PGIM692,7520 00For
Voya562,0250 00For
MASTER INVESTMENT PORTFOLIO517,2240 00For
Neuberger Berman435,2180 00For
SEI402,5520 00For
First Trust398,6810 00For
BNY Mellon388,8050 00For
Brighthouse289,2100 58,4080Mixed
Equitable316,0020 00For

Showing the 25 largest of 194 asset managers. See all 194 in the interactive database.

9. Elect Director: R. Lane Riggs

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 245,269,010AGAINST: 4,289,069
Details: description as filed, official tally, votes by 194 asset managers

Description as filed by funds: Elect directors to serve until the 2025 Annual Meeting of Stockholders: R. Lane Riggs

VALERO ENERGY CORP.’s own tally for this item (“Elect Director: R. Lane Riggs”): 245,269,010 for, 4,289,069 against, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 194 asset managers below reported 108,528,020 for, 376,134 against, 61,638 abstained.

FOR
FOR: 108,528,020AGAINST: 376,134ABSTAIN: 61,638
Largest asset managers voting on “Elect directors to serve until the 2025 Annual Meeting of Stockholders: R. Lane Riggs” at VALERO ENERGY CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,017,3480 00For
Fidelity12,386,0490 00For
BlackRock10,333,3890 00For
State Street9,727,389133 00For
Charles Schwab8,004,6920 00For
Columbia Threadneedle4,625,0880 00For
TIAA3,819,3970 00For
Dimensional3,191,3540 00For
Pacer Funds Trust3,040,3960 00For
Invesco2,765,9390 00For
Putnam2,367,0450 00For
MFS1,651,6670 00For
Allspring1,300,0410 00For
Jackson National1,080,4610 00For
T. Rowe Price972,6830 00For
Victory Capital704,6140 00For
Prudential/PGIM692,7520 00For
Voya562,0250 00For
MASTER INVESTMENT PORTFOLIO517,2240 00For
Neuberger Berman435,2180 00For
SEI402,5520 00For
First Trust398,6810 00For
BNY Mellon388,8050 00For
Brighthouse289,2100 58,4080Mixed
Equitable316,0020 00For

Showing the 25 largest of 194 asset managers. See all 194 in the interactive database.

10. Elect Director: Randall J. Weisenburger

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 240,189,491AGAINST: 9,347,075
Details: description as filed, official tally, votes by 194 asset managers

Description as filed by funds: Elect directors to serve until the 2025 Annual Meeting of Stockholders: Randall J. Weisenburger

VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Randall J. Weisenburger”): 240,189,491 for, 9,347,075 against, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 194 asset managers below reported 108,433,110 for, 470,151 against, 61,639 abstained, 893 unknown.

FOR
FOR: 108,433,110AGAINST: 470,151ABSTAIN: 61,639UNKNOWN: 893
Largest asset managers voting on “Elect directors to serve until the 2025 Annual Meeting of Stockholders: Randall J. Weisenburger” at VALERO ENERGY CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,017,3480 00For
Fidelity12,386,0490 00For
BlackRock10,331,5481,841 00For
State Street9,726,987535 00For
Charles Schwab8,004,6920 00For
Columbia Threadneedle4,625,0880 00For
TIAA3,819,3970 00For
Dimensional3,191,3540 00For
Pacer Funds Trust3,040,3960 00For
Invesco2,765,9390 00For
Putnam2,367,0450 00For
MFS1,651,6670 00For
Allspring1,300,0410 00For
Jackson National1,080,4610 00For
T. Rowe Price972,6830 00For
Victory Capital704,6140 00For
Prudential/PGIM692,7520 00For
Voya562,0250 00For
MASTER INVESTMENT PORTFOLIO517,2240 00For
Neuberger Berman435,2180 00For
SEI402,5520 00For
First Trust398,6810 00For
BNY Mellon388,8050 00For
Brighthouse289,2100 58,4080Mixed
Equitable316,0020 00For

Showing the 25 largest of 194 asset managers. See all 194 in the interactive database.

11. Elect Director: Robert A. Profusek

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 237,327,529AGAINST: 12,233,384
Details: description as filed, official tally, votes by 194 asset managers

Description as filed by funds: Elect directors to serve until the 2025 Annual Meeting of Stockholders: Robert A. Profusek

VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Robert A. Profusek”): 237,327,529 for, 12,233,384 against, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 194 asset managers below reported 108,434,887 for, 468,375 against, 61,638 abstained, 893 unknown.

FOR
FOR: 108,434,887AGAINST: 468,375ABSTAIN: 61,638UNKNOWN: 893
Largest asset managers voting on “Elect directors to serve until the 2025 Annual Meeting of Stockholders: Robert A. Profusek” at VALERO ENERGY CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,017,3480 00For
Fidelity12,386,0490 00For
BlackRock10,331,5481,841 00For
State Street9,726,987535 00For
Charles Schwab8,004,6920 00For
Columbia Threadneedle4,625,0880 00For
TIAA3,819,3970 00For
Dimensional3,191,3540 00For
Pacer Funds Trust3,040,3960 00For
Invesco2,765,9390 00For
Putnam2,367,0450 00For
MFS1,651,6670 00For
Allspring1,300,0410 00For
Jackson National1,080,4610 00For
T. Rowe Price972,6830 00For
Victory Capital704,6140 00For
Prudential/PGIM692,7520 00For
Voya562,0250 00For
MASTER INVESTMENT PORTFOLIO517,2240 00For
Neuberger Berman435,2180 00For
SEI402,5520 00For
First Trust398,6810 00For
BNY Mellon388,8050 00For
Brighthouse289,2100 58,4080Mixed
Equitable316,0020 00For

Showing the 25 largest of 194 asset managers. See all 194 in the interactive database.

12. 2. Advisory vote to ratify the 2023 compensation of the named executive officers listed in the proxy statement

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 30 wordings of this item as funds reported it.

95% Approved · of votes cast

FOR 95%
FOR: 237,204,350AGAINST: 11,467,963
Details: description as filed, official tally, votes by 1,041 asset managers

Description as filed by funds: Advisory vote to approve the 2023 compensation of named executive officers.

VALERO ENERGY CORP.’s own tally for this item (“2. Advisory vote to ratify the 2023 compensation of the named executive officers listed in the proxy statement”): 237,204,350 for, 11,467,963 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The proposal was approved as follows: Proposal 2 shares voted required vote * vote received Proposal 2”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of VALERO ENERGY CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “SECTION 14A EXECUTIVE COMPENSATION” (13 managers, 16,703 for); “Compensation” (2 managers, 1,046 for).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 186 asset managers voting on “Advisory vote to approve the 2023 compensation of named executive officers.” at VALERO ENERGY CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,017,3480 00For
Fidelity12,386,0490 00For
BlackRock10,333,3890 00For
State Street9,727,5220 00For
Charles Schwab8,004,6920 00For
Columbia Threadneedle4,625,0880 00For
TIAA3,819,3970 00For
Dimensional3,191,3540 00For
Pacer Funds Trust3,040,3960 00For
Invesco2,765,9390 00For
Putnam2,367,0450 00For
MFS1,651,6670 00For
Allspring1,300,0410 00For
Jackson National589,608490,853 00Mixed
T. Rowe Price972,6830 00For
Victory Capital704,6140 00For
Prudential/PGIM692,7520 00For
Voya562,0250 00For
MASTER INVESTMENT PORTFOLIO517,2240 00For
Neuberger Berman435,2180 00For
SEI402,5520 00For
First Trust398,6810 00For
BNY Mellon314,65874,147 00Mixed
Brighthouse287,3861,824 58,4080Mixed
Equitable316,0020 00For

Fund voting reports, all 186 managers: 108,139,017 for, 831,163 against, 61,662 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 893 asset managers voting on “Advisory vote to approve the 2023 compensation of named executive officers.” at VALERO ENERGY CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
State Street16,222,4250 00For
BlackRock13,398,3740 00For
Charles Schwab8,030,1270 00For
Fidelity7,021,3110 00For
GEODE CAPITAL MANAGEMENT, LLC6,781,5730 00For
New York Life6,000,0000 00For
Nuveen3,914,7920 00For
Putnam3,486,4010 00For
Northern Trust3,444,4634,741 00For
T. Rowe Price3,195,1560 00For
Invesco2,989,3930 00For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/2,360,2890 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP2,128,1036,380 00For
MELLON INVESTMENTS Corp1812,001,132 00Against
BANK OF AMERICA NA1,830,6220 00For
Amundi1,810,3458,855 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC1,608,7770 00For
MONTRUSCO BOLTON INVESTMENTS INC.1,579,1120 00For
Vanguard1,535,5990 00For
Allspring1,524,2520 00For
Legal & General Investment Management Ltd01,479,675 00Against
Goldman Sachs1,464,6860 00For
UBS1,150,6620 00For
LSV ASSET MANAGEMENT1,118,4920 00For
AMERIPRISE FINANCIAL INC1,063,0540 00For

Institutional-manager reports, all 893 managers: 134,166,852 for, 8,334,335 against, 2,911 withheld, 273,707 abstained, 33,628 not voted, 93,439 unknown. Showing the 25 largest; see all in the interactive database.

13. 3. Ratify the appointment of KPMG LLP to serve as Valero’s independent registered public accounting firm for the fiscal…

Official resultAUDIT-RELATEDAUDIT-RELATEDAUDIT-RELATEDAUDIT-RELATEDReported outcome: Approved

Combines 10 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 278,796,868AGAINST: 7,252,600
Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Ratify the appointment of KPMG LLP as Valero's independent registered public accounting firm for 2024.

VALERO ENERGY CORP.’s own tally for this item (“3. Ratify the appointment of KPMG LLP to serve as Valero’s independent registered public accounting firm for the fiscal year ending December 31, 2024”): 278,796,868 for, 7,252,600 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The proposal was approved as follows: Proposal 3 shares voted required vote * vote received Proposal 3”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 108,487,830 for, 418,692 against, 66,224 abstained, 893 unknown.

FOR
FOR: 108,487,830AGAINST: 418,692ABSTAIN: 66,224UNKNOWN: 893
Largest asset managers voting on “Ratify the appointment of KPMG LLP as Valero's independent registered public accounting firm for 2024.” at VALERO ENERGY CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,017,3480 00For
Fidelity12,386,0490 00For
BlackRock10,333,3890 00For
State Street9,727,389133 00For
Charles Schwab8,004,6920 00For
Columbia Threadneedle4,625,0880 00For
TIAA3,819,3970 00For
Dimensional3,191,3540 00For
Pacer Funds Trust3,040,3960 00For
Invesco2,765,9390 00For
Putnam2,367,0450 00For
MFS1,651,6670 00For
Allspring1,300,0410 00For
Jackson National1,080,4610 00For
T. Rowe Price972,6830 00For
Victory Capital704,6140 00For
Prudential/PGIM692,7520 00For
Voya562,0250 00For
MASTER INVESTMENT PORTFOLIO517,2240 00For
Neuberger Berman435,2180 00For
SEI402,5520 00For
First Trust398,6810 00For
BNY Mellon388,8050 00For
Brighthouse289,2100 58,4080Mixed
Equitable316,0020 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of May 6, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest VALERO ENERGY CORP. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 326,996,383 shares outstanding at the time of that meeting.

Fund voting reports: top VALERO ENERGY CORP. shareholders by shares voted on “Advisory vote to approve the 2023 compensation of named executive officers.”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 9.49%
2Fidelity 3.79%
3BlackRock 3.16%
4State Street 2.97%
5Charles Schwab 2.45%
6Columbia Threadneedle 1.41%
7TIAA 1.17%
8Dimensional 0.98%
9Pacer Funds Trust 0.93%
10Invesco 0.85%
Institutional-manager reports: top VALERO ENERGY CORP. shareholders by shares voted on “Advisory vote to approve the 2023 compensation of named executive officers.”, 2023-2024
#Asset manager % of shares outstanding
1State Street 4.96%
2BlackRock 4.10%
3Charles Schwab 2.46%
4Fidelity 2.15%
5GEODE CAPITAL MANAGEMENT, LLC 2.07%
6New York Life 1.83%
7Nuveen 1.20%
8Putnam 1.07%
9Northern Trust 1.05%
10T. Rowe Price 0.98%

Reported VALERO ENERGY CORP. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

VALERO ENERGY CORP. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
Vanguard Group 11.64% 13F
BlackRock 8.10% 13F
State Street 6.83% 13F
Charles Schwab 3.10% 13F
Morgan Stanley 2.36% 13F
Geode Capital 2.09% 13F
FMR (Fidelity) 1.80% 13F
Norges Bank 1.44% 13F
Franklin Templeton 1.25% 13F
Dimensional Fund Advisors 1.25% 13F

Percentages above are of 326,996,383 shares outstanding, as reported by VALERO ENERGY CORP. on its Form 10-Q dated April 19, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from VALERO ENERGY CORP.’s 10-Q dated April 19, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At VALERO ENERGY CORP.'s shareholder meeting held May 15, 2024, in the 2023-2024 proxy season, 1,060 asset managers reported how they voted on 13 ballot items in their SEC Form N-PX filings, covering 13,712 separate fund positions. On the most widely held item on that ballot — Advisory vote to approve the 2023 compensation of named executive officers. — VALERO ENERGY CORP.'s filing reports the proposal as approved, with 95% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: VALERO ENERGY CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 20, 2024.

VALERO ENERGY CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.