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Compiled from SEC Form N-PX filings and VALERO ENERGY CORP.’s Form 8-K, filed May 9, 2025 (Item 5.07 on EDGAR). Page generated November 1, 2026.
Meeting of May 6, 2025: 11 items on VALERO ENERGY CORP.’s Form 8-K, filed May 9, 2025: 2 approved · 9 without a stated outcome.
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
Explore VALERO ENERGY CORP. in the interactive database Compare manager voting policies
These tallies are VALERO ENERGY CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 9, 2025 (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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Fred M. Diaz | 242,147,907 | 2,307,409 | 504,802 | -- | 33,486,474 | 99.0% | Not verified | — |
| Elect Director: H. Paulett Eberhart | 237,031,225 | 7,436,501 | 492,392 | -- | 33,486,474 | 97% | Not verified | — |
| Elect Director: Marie A. Ffolkes | 242,545,952 | 1,832,567 | 581,599 | -- | 33,486,474 | 99.2% | Not verified | — |
| Elect Director: Kimberly S. Greene | 239,849,854 | 4,647,500 | 462,764 | -- | 33,486,474 | 98% | Not verified | — |
| Elect Director: Deborah P. Majoras | 226,600,016 | 17,518,465 | 841,637 | -- | 33,486,474 | 93% | Not verified | — |
| Elect Director: Eric D. Mullins | 239,739,231 | 4,728,857 | 492,030 | -- | 33,486,474 | 98% | Not verified | — |
| Elect Director: R. Lane Riggs | 230,526,605 | 13,825,659 | 607,854 | -- | 33,486,474 | 94% | Not verified | — |
| Elect Director: Randall J. Weisenburger | 228,384,881 | 16,088,642 | 486,595 | -- | 33,486,474 | 93% | Not verified | — |
| Elect Director: Rayford Wilkins, Jr. | 229,413,050 | 15,056,183 | 490,885 | -- | 33,486,474 | 94% | Not verified | — |
| 2. Advisory vote to approve the 2024 compensation of Valero’s named executive officers, as described in the Proxy Statement | 183,190,791 | 60,721,523 | 1,047,804 | -- | 33,486,474 | 75% | 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, 2025 | 267,399,084 | 10,358,540 | 688,968 | -- | -- | 96% | Approved | — |
This meeting is also recorded here as May 14, 2025; both records come from the same filing, so the date should be checked against it.
Source: VALERO ENERGY CORP., Form 8-K, filed with the SEC on May 9, 2025 — read the filing on EDGAR.
Each item below shows how the 1,077 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.
Combines 6 wordings of this item as funds reported it.
99.0% Majority: yes · of votes cast
Description as filed by funds: Elect directors to serve until the 2026 Annual Meeting of Stockholders: Fred M. Diaz
VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Fred M. Diaz”): 242,147,907 for, 2,307,409 against, per its Form 8-K filed May 9, 2025 (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: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 185 asset managers below reported 110,331,246 for, 1,007 against, 24,219 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 29,839,515 | 1 | 0 | 0 | For |
| Charles Schwab | 11,036,202 | 0 | 0 | 0 | For |
| Fidelity | 9,893,450 | 0 | 0 | 0 | For |
| BlackRock | 9,213,725 | 0 | 0 | 0 | For |
| State Street | 8,794,672 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 4,792,434 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 3,987,718 | 0 | 0 | 0 | For |
| Invesco | 3,918,693 | 0 | 0 | 0 | For |
| TIAA | 3,804,203 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,745,877 | 0 | 0 | 0 | For |
| Dimensional | 3,476,311 | 0 | 0 | 0 | For |
| Putnam | 3,028,190 | 0 | 0 | 0 | For |
| Victory Capital | 1,962,788 | 0 | 0 | 0 | For |
| MFS | 1,276,439 | 0 | 0 | 0 | For |
| Jackson National | 1,048,357 | 0 | 0 | 0 | For |
| Allspring | 1,046,158 | 0 | 0 | 0 | For |
| Prudential/PGIM | 638,807 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 399,740 | 0 | 0 | 0 | For |
| SEI | 351,363 | 0 | 0 | 0 | For |
| STERLING CAPITAL FUNDS | 342,803 | 0 | 0 | 0 | For |
| PIMCO | 320,461 | 0 | 0 | 0 | For |
| Virtus | 286,728 | 0 | 0 | 0 | For |
| First Trust | 284,896 | 0 | 0 | 0 | For |
| Six Circles Trust | 269,003 | 0 | 0 | 0 | For |
| Equitable | 250,782 | 0 | 0 | 0 | For |
Showing the 25 largest of 185 asset managers. See all 185 in the interactive database.
Combines 6 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Elect directors to serve until the 2026 Annual Meeting of Stockholders: H. Paulett Eberhart
VALERO ENERGY CORP.’s own tally for this item (“Elect Director: H. Paulett Eberhart”): 237,031,225 for, 7,436,501 against, per its Form 8-K filed May 9, 2025 (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 185 asset managers below reported 108,501,962 for, 1,830,291 against, 24,219 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 28,141,827 | 1,697,689 | 0 | 0 | Mixed |
| Charles Schwab | 11,036,202 | 0 | 0 | 0 | For |
| Fidelity | 9,893,450 | 0 | 0 | 0 | For |
| BlackRock | 9,213,725 | 0 | 0 | 0 | For |
| State Street | 8,794,672 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 4,792,434 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 3,987,718 | 0 | 0 | 0 | For |
| Invesco | 3,918,693 | 0 | 0 | 0 | For |
| TIAA | 3,804,203 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,745,877 | 0 | 0 | 0 | For |
| Dimensional | 3,476,311 | 0 | 0 | 0 | For |
| Putnam | 3,028,190 | 0 | 0 | 0 | For |
| Victory Capital | 1,962,788 | 0 | 0 | 0 | For |
| MFS | 1,276,439 | 0 | 0 | 0 | For |
| Jackson National | 1,048,357 | 0 | 0 | 0 | For |
| Allspring | 1,046,158 | 0 | 0 | 0 | For |
| Prudential/PGIM | 638,807 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 399,740 | 0 | 0 | 0 | For |
| SEI | 351,363 | 0 | 0 | 0 | For |
| STERLING CAPITAL FUNDS | 342,803 | 0 | 0 | 0 | For |
| PIMCO | 320,461 | 0 | 0 | 0 | For |
| Virtus | 286,728 | 0 | 0 | 0 | For |
| First Trust | 284,896 | 0 | 0 | 0 | For |
| Six Circles Trust | 269,003 | 0 | 0 | 0 | For |
| Equitable | 250,782 | 0 | 0 | 0 | For |
Showing the 25 largest of 185 asset managers. See all 185 in the interactive database.
Combines 6 wordings of this item as funds reported it.
99.2% Majority: yes · of votes cast
Description as filed by funds: Elect directors to serve until the 2026 Annual Meeting of Stockholders: Marie A. Ffolkes
VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Marie A. Ffolkes”): 242,545,952 for, 1,832,567 against, per its Form 8-K filed May 9, 2025 (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: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 185 asset managers below reported 110,221,436 for, 65 against, 134,971 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 29,839,515 | 1 | 0 | 0 | For |
| Charles Schwab | 11,036,202 | 0 | 0 | 0 | For |
| Fidelity | 9,893,450 | 0 | 0 | 0 | For |
| BlackRock | 9,213,725 | 0 | 0 | 0 | For |
| State Street | 8,794,672 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 4,792,434 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 3,987,718 | 0 | 0 | 0 | For |
| Invesco | 3,918,693 | 0 | 0 | 0 | For |
| TIAA | 3,804,203 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,745,877 | 0 | 0 | 0 | For |
| Dimensional | 3,476,311 | 0 | 0 | 0 | For |
| Putnam | 3,028,190 | 0 | 0 | 0 | For |
| Victory Capital | 1,962,788 | 0 | 0 | 0 | For |
| MFS | 1,276,439 | 0 | 0 | 0 | For |
| Jackson National | 1,048,357 | 0 | 0 | 0 | For |
| Allspring | 1,046,158 | 0 | 0 | 0 | For |
| Prudential/PGIM | 638,807 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 399,740 | 0 | 0 | 0 | For |
| SEI | 351,363 | 0 | 0 | 0 | For |
| STERLING CAPITAL FUNDS | 342,803 | 0 | 0 | 0 | For |
| PIMCO | 320,461 | 0 | 0 | 0 | For |
| Virtus | 286,728 | 0 | 0 | 0 | For |
| First Trust | 284,896 | 0 | 0 | 0 | For |
| Six Circles Trust | 269,003 | 0 | 0 | 0 | For |
| Equitable | 250,782 | 0 | 0 | 0 | For |
Showing the 25 largest of 185 asset managers. See all 185 in the interactive database.
Combines 6 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Elect directors to serve until the 2026 Annual Meeting of Stockholders: Kimberly S. Greene
VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Kimberly S. Greene”): 239,849,854 for, 4,647,500 against, per its Form 8-K filed May 9, 2025 (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 185 asset managers below reported 110,305,746 for, 26,508 against, 24,218 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 29,839,515 | 1 | 0 | 0 | For |
| Charles Schwab | 11,036,202 | 0 | 0 | 0 | For |
| Fidelity | 9,893,450 | 0 | 0 | 0 | For |
| BlackRock | 9,213,725 | 0 | 0 | 0 | For |
| State Street | 8,794,672 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 4,792,434 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 3,987,718 | 0 | 0 | 0 | For |
| Invesco | 3,918,693 | 0 | 0 | 0 | For |
| TIAA | 3,804,203 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,745,877 | 0 | 0 | 0 | For |
| Dimensional | 3,476,311 | 0 | 0 | 0 | For |
| Putnam | 3,028,190 | 0 | 0 | 0 | For |
| Victory Capital | 1,962,788 | 0 | 0 | 0 | For |
| MFS | 1,276,439 | 0 | 0 | 0 | For |
| Jackson National | 1,048,357 | 0 | 0 | 0 | For |
| Allspring | 1,046,158 | 0 | 0 | 0 | For |
| Prudential/PGIM | 638,807 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 399,740 | 0 | 0 | 0 | For |
| SEI | 351,363 | 0 | 0 | 0 | For |
| STERLING CAPITAL FUNDS | 342,803 | 0 | 0 | 0 | For |
| PIMCO | 320,461 | 0 | 0 | 0 | For |
| Virtus | 286,728 | 0 | 0 | 0 | For |
| First Trust | 284,896 | 0 | 0 | 0 | For |
| Six Circles Trust | 269,003 | 0 | 0 | 0 | For |
| Equitable | 250,782 | 0 | 0 | 0 | For |
Showing the 25 largest of 185 asset managers. See all 185 in the interactive database.
Combines 6 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
Description as filed by funds: Elect directors to serve until the 2026 Annual Meeting of Stockholders: Deborah P. Majoras
VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Deborah P. Majoras”): 226,600,016 for, 17,518,465 against, per its Form 8-K filed May 9, 2025 (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: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 185 asset managers below reported 105,830,526 for, 4,501,714 against, 24,231 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 29,839,511 | 5 | 0 | 0 | For |
| Charles Schwab | 11,036,202 | 0 | 0 | 0 | For |
| Fidelity | 9,893,450 | 0 | 0 | 0 | For |
| BlackRock | 9,112,659 | 101,066 | 0 | 0 | For |
| State Street | 8,793,883 | 789 | 0 | 0 | For |
| Columbia Threadneedle | 4,792,434 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 3,987,718 | 0 | 0 | 0 | For |
| Invesco | 3,918,693 | 0 | 0 | 0 | For |
| TIAA | 0 | 3,804,203 | 0 | 0 | Against |
| T. Rowe Price | 3,745,877 | 0 | 0 | 0 | For |
| Dimensional | 3,476,311 | 0 | 0 | 0 | For |
| Putnam | 3,028,190 | 0 | 0 | 0 | For |
| Victory Capital | 1,962,788 | 0 | 0 | 0 | For |
| MFS | 1,276,439 | 0 | 0 | 0 | For |
| Jackson National | 1,048,357 | 0 | 0 | 0 | For |
| Allspring | 1,046,158 | 0 | 0 | 0 | For |
| Prudential/PGIM | 638,807 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 399,740 | 0 | 0 | 0 | For |
| SEI | 351,363 | 0 | 0 | 0 | For |
| STERLING CAPITAL FUNDS | 342,803 | 0 | 0 | 0 | For |
| PIMCO | 320,461 | 0 | 0 | 0 | For |
| Virtus | 286,728 | 0 | 0 | 0 | For |
| First Trust | 284,896 | 0 | 0 | 0 | For |
| Six Circles Trust | 269,003 | 0 | 0 | 0 | For |
| Equitable | 250,782 | 0 | 0 | 0 | For |
Showing the 25 largest of 185 asset managers. See all 185 in the interactive database.
Combines 6 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Elect directors to serve until the 2026 Annual Meeting of Stockholders: Eric D. Mullins
VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Eric D. Mullins”): 239,739,231 for, 4,728,857 against, per its Form 8-K filed May 9, 2025 (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 185 asset managers below reported 110,164,258 for, 167,995 against, 24,219 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 29,839,514 | 1 | 0 | 0 | For |
| Charles Schwab | 11,036,202 | 0 | 0 | 0 | For |
| Fidelity | 9,893,450 | 0 | 0 | 0 | For |
| BlackRock | 9,213,725 | 0 | 0 | 0 | For |
| State Street | 8,794,672 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 4,792,434 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 3,987,718 | 0 | 0 | 0 | For |
| Invesco | 3,918,693 | 0 | 0 | 0 | For |
| TIAA | 3,804,203 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,745,877 | 0 | 0 | 0 | For |
| Dimensional | 3,476,311 | 0 | 0 | 0 | For |
| Putnam | 3,028,190 | 0 | 0 | 0 | For |
| Victory Capital | 1,962,788 | 0 | 0 | 0 | For |
| MFS | 1,276,439 | 0 | 0 | 0 | For |
| Jackson National | 1,048,357 | 0 | 0 | 0 | For |
| Allspring | 1,046,158 | 0 | 0 | 0 | For |
| Prudential/PGIM | 638,807 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 399,740 | 0 | 0 | 0 | For |
| SEI | 351,363 | 0 | 0 | 0 | For |
| STERLING CAPITAL FUNDS | 342,803 | 0 | 0 | 0 | For |
| PIMCO | 320,461 | 0 | 0 | 0 | For |
| Virtus | 286,728 | 0 | 0 | 0 | For |
| First Trust | 284,896 | 0 | 0 | 0 | For |
| Six Circles Trust | 269,003 | 0 | 0 | 0 | For |
| Equitable | 250,782 | 0 | 0 | 0 | For |
Showing the 25 largest of 185 asset managers. See all 185 in the interactive database.
Combines 6 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: Elect directors to serve until the 2026 Annual Meeting of Stockholders: R. Lane Riggs
VALERO ENERGY CORP.’s own tally for this item (“Elect Director: R. Lane Riggs”): 230,526,605 for, 13,825,659 against, per its Form 8-K filed May 9, 2025 (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: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 185 asset managers below reported 110,191,676 for, 137,503 against, 27,293 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 29,839,512 | 4 | 0 | 0 | For |
| Charles Schwab | 11,036,202 | 0 | 0 | 0 | For |
| Fidelity | 9,893,450 | 0 | 0 | 0 | For |
| BlackRock | 9,213,725 | 0 | 0 | 0 | For |
| State Street | 8,794,652 | 20 | 0 | 0 | For |
| Columbia Threadneedle | 4,792,434 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 3,987,718 | 0 | 0 | 0 | For |
| Invesco | 3,918,693 | 0 | 0 | 0 | For |
| TIAA | 3,804,203 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,745,877 | 0 | 0 | 0 | For |
| Dimensional | 3,476,311 | 0 | 0 | 0 | For |
| Putnam | 3,028,190 | 0 | 0 | 0 | For |
| Victory Capital | 1,962,788 | 0 | 0 | 0 | For |
| MFS | 1,276,439 | 0 | 0 | 0 | For |
| Jackson National | 1,048,357 | 0 | 0 | 0 | For |
| Allspring | 1,046,158 | 0 | 0 | 0 | For |
| Prudential/PGIM | 638,807 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 399,740 | 0 | 0 | 0 | For |
| SEI | 351,363 | 0 | 0 | 0 | For |
| STERLING CAPITAL FUNDS | 342,803 | 0 | 0 | 0 | For |
| PIMCO | 320,461 | 0 | 0 | 0 | For |
| Virtus | 286,728 | 0 | 0 | 0 | For |
| First Trust | 284,896 | 0 | 0 | 0 | For |
| Six Circles Trust | 269,003 | 0 | 0 | 0 | For |
| Equitable | 250,782 | 0 | 0 | 0 | For |
Showing the 25 largest of 185 asset managers. See all 185 in the interactive database.
Combines 6 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
Description as filed by funds: Elect directors to serve until the 2026 Annual Meeting of Stockholders: Randall J. Weisenburger
VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Randall J. Weisenburger”): 228,384,881 for, 16,088,642 against, per its Form 8-K filed May 9, 2025 (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: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 185 asset managers below reported 108,289,362 for, 2,042,892 against, 24,218 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 28,141,824 | 1,697,692 | 0 | 0 | Mixed |
| Charles Schwab | 11,036,202 | 0 | 0 | 0 | For |
| Fidelity | 9,893,450 | 0 | 0 | 0 | For |
| BlackRock | 9,213,725 | 0 | 0 | 0 | For |
| State Street | 8,794,604 | 68 | 0 | 0 | For |
| Columbia Threadneedle | 4,792,434 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 3,987,718 | 0 | 0 | 0 | For |
| Invesco | 3,918,693 | 0 | 0 | 0 | For |
| TIAA | 3,804,203 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,745,877 | 0 | 0 | 0 | For |
| Dimensional | 3,476,311 | 0 | 0 | 0 | For |
| Putnam | 3,028,190 | 0 | 0 | 0 | For |
| Victory Capital | 1,962,788 | 0 | 0 | 0 | For |
| MFS | 1,276,439 | 0 | 0 | 0 | For |
| Jackson National | 1,048,357 | 0 | 0 | 0 | For |
| Allspring | 1,046,158 | 0 | 0 | 0 | For |
| Prudential/PGIM | 638,807 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 399,740 | 0 | 0 | 0 | For |
| SEI | 351,363 | 0 | 0 | 0 | For |
| STERLING CAPITAL FUNDS | 342,803 | 0 | 0 | 0 | For |
| PIMCO | 320,461 | 0 | 0 | 0 | For |
| Virtus | 286,728 | 0 | 0 | 0 | For |
| First Trust | 284,896 | 0 | 0 | 0 | For |
| Six Circles Trust | 269,003 | 0 | 0 | 0 | For |
| Equitable | 250,782 | 0 | 0 | 0 | For |
Showing the 25 largest of 185 asset managers. See all 185 in the interactive database.
Combines 7 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: Elect directors to serve until the 2026 Annual Meeting of Stockholders: Rayford Wilkins, Jr.
VALERO ENERGY CORP.’s own tally for this item (“Elect Director: Rayford Wilkins, Jr.”): 229,413,050 for, 15,056,183 against, per its Form 8-K filed May 9, 2025 (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: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 185 asset managers below reported 109,996,705 for, 335,549 against, 24,218 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 29,839,511 | 4 | 0 | 0 | For |
| Charles Schwab | 11,036,202 | 0 | 0 | 0 | For |
| Fidelity | 9,893,450 | 0 | 0 | 0 | For |
| BlackRock | 9,213,725 | 0 | 0 | 0 | For |
| State Street | 8,794,604 | 68 | 0 | 0 | For |
| Columbia Threadneedle | 4,792,434 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 3,987,718 | 0 | 0 | 0 | For |
| Invesco | 3,918,693 | 0 | 0 | 0 | For |
| TIAA | 3,804,203 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,745,877 | 0 | 0 | 0 | For |
| Dimensional | 3,476,311 | 0 | 0 | 0 | For |
| Putnam | 3,028,190 | 0 | 0 | 0 | For |
| Victory Capital | 1,962,788 | 0 | 0 | 0 | For |
| MFS | 1,276,439 | 0 | 0 | 0 | For |
| Jackson National | 1,048,357 | 0 | 0 | 0 | For |
| Allspring | 1,046,158 | 0 | 0 | 0 | For |
| Prudential/PGIM | 638,807 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 399,740 | 0 | 0 | 0 | For |
| SEI | 351,363 | 0 | 0 | 0 | For |
| STERLING CAPITAL FUNDS | 342,803 | 0 | 0 | 0 | For |
| PIMCO | 320,461 | 0 | 0 | 0 | For |
| Virtus | 286,728 | 0 | 0 | 0 | For |
| First Trust | 284,896 | 0 | 0 | 0 | For |
| Six Circles Trust | 269,003 | 0 | 0 | 0 | For |
| Equitable | 250,782 | 0 | 0 | 0 | For |
Showing the 25 largest of 185 asset managers. See all 185 in the interactive database.
Combines 28 wordings of this item as funds reported it.
75% Approved · of votes cast
Description as filed by funds: Advisory vote to approve the 2024 compensation of named executive officers.
VALERO ENERGY CORP.’s own tally for this item (“2. Advisory vote to approve the 2024 compensation of Valero’s named executive officers, as described in the Proxy Statement”): 183,190,791 for, 60,721,523 against — passed, per its Form 8-K filed May 9, 2025 (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: 75% 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” (23 managers, 82,369 for, 7,214 against, 3,938 unknown); “SECTION 14A SAY-ON-PAY VOTES” (2 managers, 618 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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 29,837,017 | 2,499 | 0 | 0 | For |
| Charles Schwab | 11,036,202 | 0 | 0 | 0 | For |
| Fidelity | 9,849,990 | 43,460 | 0 | 0 | For |
| BlackRock | 9,200,189 | 13,536 | 0 | 0 | For |
| State Street | 8,793,069 | 1,603 | 0 | 0 | For |
| Columbia Threadneedle | 4,792,434 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 3,987,718 | 0 | 0 | 0 | For |
| Invesco | 3,918,693 | 0 | 0 | 0 | For |
| TIAA | 3,804,203 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,745,877 | 0 | 0 | 0 | For |
| Dimensional | 0 | 3,476,311 | 0 | 0 | Against |
| Putnam | 3,028,190 | 0 | 0 | 0 | For |
| Victory Capital | 0 | 1,962,788 | 0 | 0 | Against |
| MFS | 1,276,439 | 0 | 0 | 0 | For |
| Jackson National | 1,038,127 | 10,230 | 0 | 0 | For |
| Allspring | 0 | 1,046,158 | 0 | 0 | Against |
| Prudential/PGIM | 637,007 | 1,800 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 399,740 | 0 | 0 | 0 | For |
| SEI | 351,363 | 0 | 0 | 0 | For |
| STERLING CAPITAL FUNDS | 342,803 | 0 | 0 | 0 | For |
| PIMCO | 0 | 320,461 | 0 | 0 | Against |
| Virtus | 7,453 | 279,275 | 0 | 0 | Against |
| First Trust | 0 | 284,896 | 0 | 0 | Against |
| Six Circles Trust | 269,003 | 0 | 0 | 0 | For |
| Equitable | 250,366 | 416 | 0 | 0 | For |
Fund voting reports, all 182 managers: 100,622,626 for, 9,689,310 against, 24,235 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| State Street | 13,743,721 | 251,053 | 0 | 0 | For |
| Charles Schwab | 11,079,130 | 0 | 0 | 0 | For |
| T. Rowe Price | 9,986,919 | 50 | 0 | 0 | For |
| BlackRock | 9,810,887 | 174,428 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 6,905,402 | 0 | 0 | 0 | For |
| Putnam | 4,641,849 | 0 | 0 | 0 | For |
| Invesco | 4,499,087 | 0 | 0 | 0 | For |
| Nuveen | 4,088,930 | 3,392 | 0 | 0 | For |
| Fidelity | 3,815,743 | 0 | 0 | 0 | For |
| Northern Trust | 2,812,739 | 175,986 | 0 | 0 | Mixed |
| RBC Global Asset Management (U.S.) | 0 | 2,433,782 | 0 | 0 | Against |
| Wellington | 2,094,586 | 0 | 0 | 0 | For |
| BANK OF AMERICA NA | 2,013,011 | 0 | 0 | 0 | For |
| Vanguard | 1,973,771 | 29,138 | 0 | 0 | For |
| MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1,858,354 | 0 | 0 | 0 | For |
| Amundi | 0 | 1,820,196 | 0 | 0 | Against |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0 | 1,693,308 | 0 | 0 | Against |
| Victory Capital | 0 | 1,514,827 | 0 | 0 | Against |
| MONTRUSCO BOLTON INVESTMENTS INC. | 0 | 1,350,321 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 1,336,005 | 0 | 0 | 0 | For |
| UBS | 0 | 1,267,616 | 0 | 0 | Against |
| AMERIPRISE FINANCIAL INC | 1,136,542 | 65,264 | 0 | 0 | Mixed |
| Legal & General Investment Management Ltd | 16,144 | 1,184,498 | 0 | 0 | Against |
| 1832 Asset Management L.P. | 1,071,993 | 127,429 | 0 | 0 | Mixed |
| Allspring | 0 | 1,174,342 | 0 | 0 | Against |
Institutional-manager reports, all 902 managers: 100,654,080 for, 32,317,555 against, 22,950 abstained, 13,059 not voted. Showing the 25 largest; see all in the interactive database.
Combines 8 wordings of this item as funds reported it.
96% Approved · of votes cast
Description as filed by funds: Ratify the appointment of KPMG LLP as Valero's independent registered public accounting firm for 2025.
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, 2025”): 267,399,084 for, 10,358,540 against — passed, per its Form 8-K filed May 9, 2025 (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: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 192 asset managers below reported 110,229,450 for, 111,709 against, 24,766 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 29,837,676 | 1,839 | 0 | 0 | For |
| Charles Schwab | 11,036,202 | 0 | 0 | 0 | For |
| Fidelity | 9,893,450 | 0 | 0 | 0 | For |
| BlackRock | 9,213,725 | 0 | 0 | 0 | For |
| State Street | 8,794,604 | 68 | 0 | 0 | For |
| Columbia Threadneedle | 4,792,434 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 3,987,718 | 0 | 0 | 0 | For |
| Invesco | 3,918,693 | 0 | 0 | 0 | For |
| TIAA | 3,804,203 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,745,877 | 0 | 0 | 0 | For |
| Dimensional | 3,476,311 | 0 | 0 | 0 | For |
| Putnam | 3,028,190 | 0 | 0 | 0 | For |
| Victory Capital | 1,962,788 | 0 | 0 | 0 | For |
| MFS | 1,276,439 | 0 | 0 | 0 | For |
| Jackson National | 1,048,357 | 0 | 0 | 0 | For |
| Allspring | 1,046,158 | 0 | 0 | 0 | For |
| Prudential/PGIM | 638,807 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 399,740 | 0 | 0 | 0 | For |
| SEI | 351,363 | 0 | 0 | 0 | For |
| STERLING CAPITAL FUNDS | 342,803 | 0 | 0 | 0 | For |
| PIMCO | 320,461 | 0 | 0 | 0 | For |
| Virtus | 286,728 | 0 | 0 | 0 | For |
| First Trust | 284,896 | 0 | 0 | 0 | For |
| Six Circles Trust | 269,003 | 0 | 0 | 0 | For |
| Equitable | 250,782 | 0 | 0 | 0 | For |
Showing the 25 largest of 192 asset managers. See all 192 in the interactive database.
Not shown here: this season’s fund filings also report 1 item from the meeting of May 15, 2024, which belongs to the 2023-2024 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.
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 313,206,121 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 9.53% |
| 2 | Charles Schwab | 3.52% |
| 3 | Fidelity | 3.16% |
| 4 | BlackRock | 2.94% |
| 5 | State Street | 2.81% |
| 6 | Columbia Threadneedle | 1.53% |
| 7 | Pacer Funds Trust | 1.27% |
| 8 | Invesco | 1.25% |
| 9 | TIAA | 1.21% |
| 10 | T. Rowe Price | 1.20% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | State Street | 4.47% |
| 2 | Charles Schwab | 3.54% |
| 3 | T. Rowe Price | 3.19% |
| 4 | BlackRock | 3.19% |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.20% |
| 6 | Putnam | 1.48% |
| 7 | Invesco | 1.44% |
| 8 | Nuveen | 1.31% |
| 9 | Fidelity | 1.22% |
| 10 | Northern Trust | 0.95% |
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.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Vanguard Group | 12.41% | 13F |
| BlackRock | 8.38% | 13F |
| State Street | 6.24% | 13F |
| Charles Schwab | 3.65% | 13F |
| T. Rowe Price | 3.45% | 13F |
| Morgan Stanley | 2.53% | 13F |
| Nuveen | 1.66% | 13F |
| Invesco | 1.57% | 13F |
| Franklin Templeton | 1.56% | 13F |
Percentages above are of 313,206,121 shares outstanding, as reported by VALERO ENERGY CORP. on its Form 10-Q dated April 17, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
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 17, 2025. This page is a static snapshot rebuilt weekly on November 1, 2026; a live search always shows the current data.
At VALERO ENERGY CORP.'s shareholder meeting held May 6, 2025, in the 2024-2025 proxy season, 1,077 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 11,273 separate fund positions. On the most widely held item on that ballot — Advisory vote to approve the 2024 compensation of named executive officers. — VALERO ENERGY CORP.'s filing reports the proposal as approved, with 75% 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 9, 2025.
VALERO ENERGY CORP. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.