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Valero Energy Corporation 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Valero Energy Corporation’s Form 8-K, filed May 8, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.

12Ballot items
1,139Asset managers
13,066Fund votes
May 7, 2026Meeting date

Results at a glance

Meeting of May 7, 2026: 12 items on Valero Energy Corporation’s Form 8-K, filed May 8, 2026: 2 approved · 10 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 Corporation in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Valero Energy Corporation

These tallies are Valero Energy Corporation’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 8, 2026 (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 Corporation — official shareholder meeting results, meeting held May 7, 2026
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Fred M. Diaz	235,395,943	1,968,115	365,473	--	32,350,874	99.1%	Not verified	—
Elect Director: H. Paulett Eberhart	227,805,828	9,568,953	354,750	--	32,350,874	96%	Not verified	—
Elect Director: Marie A. Ffolkes	235,148,172	2,237,440	343,919	--	32,350,874	99.0%	Not verified	—
Elect Director: Kimberly S. Greene	232,851,492	4,387,039	491,000	--	32,350,874	98%	Not verified	—
Elect Director: Deborah P. Majoras	224,554,250	12,826,398	348,883	--	32,350,874	95%	Not verified	—
Elect Director: Eric D. Mullins	235,492,696	1,876,549	360,286	--	32,350,874	99.2%	Not verified	—
Elect Director: Robert L. Reymond	236,298,023	1,064,736	366,772	--	32,350,874	99.5%	Not verified	—
Elect Director: R. Lane Riggs	229,163,793	8,096,773	468,965	--	32,350,874	97%	Not verified	—
Elect Director: Randall J. Weisenburger	227,949,897	9,414,734	364,900	--	32,350,874	96%	Not verified	—
Elect Director: Rayford Wilkins, Jr.	225,849,760	11,509,989	369,782	--	32,350,874	95%	Not verified	—
2. Advisory vote to approve the 2025 compensation of Valero’s named executive officers, as described in the Proxy Statement	219,278,133	17,564,158	887,240	--	32,350,874	93%	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, 2026	260,740,157	8,874,264	465,984	--	--	97%	Approved	—

Source: Valero Energy Corporation, Form 8-K, filed with the SEC on May 8, 2026 — read the filing on EDGAR.

How asset managers voted at the Valero Energy Corporation 2025-2026 meeting

Each item below shows how the 1,139 asset managers that disclosed a Valero Energy Corporation 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: Fred M. Diaz

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%

FOR: 235,395,943AGAINST: 1,968,115

Details: description as filed, official tally, votes by 181 asset managers

Description as filed by funds: Elect directors to serve until the 2027 Annual Meeting of Stockholders: Fred M. Diaz

Valero Energy Corporation’s own tally for this item (“Elect Director: Fred M. Diaz”): 235,395,943 for, 1,968,115 against, per its Form 8-K filed May 8, 2026 (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: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 181 asset managers below reported 104,655,506 for, 32 against, 14,335 abstained, 232 not voted.

FOR

FOR: 104,655,506AGAINST: 32ABSTAIN: 14,335NOT VOTED: 232

Largest asset managers voting on “Elect directors to serve until the 2027 Annual Meeting of Stockholders: Fred M. Diaz” at Valero Energy Corporation, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	26,525,501	32	5	For
Fidelity	13,771,951	0	0	For
Charles Schwab	12,431,367	0	0	For
BlackRock	11,370,782	0	0	For
State Street	8,567,903	0	0	For
Putnam	3,863,822	0	0	For
Columbia Threadneedle	3,417,838	0	0	For
T. Rowe Price	3,240,038	0	0	For
Invesco	2,339,104	0	0	For
TIAA	2,282,037	0	0	For
Victory Capital	2,277,005	0	0	For
MFS	1,422,282	0	0	For
Allspring	1,102,410	0	0	For
Dimensional	989,109	0	0	For
Jackson National	931,315	0	0	For
Pacer Funds Trust	922,799	0	0	For
BNY Mellon	642,064	0	0	For
MASTER INVESTMENT PORTFOLIO	469,153	0	0	For
Six Circles Trust	369,689	0	0	For
JPMorgan	348,212	0	0	For
Prudential/PGIM	327,239	0	0	For
Nationwide	305,527	0	0	For
PIMCO	304,682	0	0	For
Hartford	269,751	0	0	For
Equitable	258,706	0	0	For

Showing the 25 largest of 181 asset managers. See all 181 in the interactive database.

2. Elect Director: H. Paulett Eberhart

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: 227,805,828AGAINST: 9,568,953

Details: description as filed, official tally, votes by 181 asset managers

Description as filed by funds: Elect directors to serve until the 2027 Annual Meeting of Stockholders: H. Paulett Eberhart

Valero Energy Corporation’s own tally for this item (“Elect Director: H. Paulett Eberhart”): 227,805,828 for, 9,568,953 against, per its Form 8-K filed May 8, 2026 (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 181 asset managers below reported 103,143,772 for, 1,511,765 against, 14,335 abstained, 232 not voted.

FOR

FOR: 103,143,772AGAINST: 1,511,765ABSTAIN: 14,335NOT VOTED: 232

Largest asset managers voting on “Elect directors to serve until the 2027 Annual Meeting of Stockholders: H. Paulett Eberhart” at Valero Energy Corporation, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	25,353,742	1,171,790	5	For
Fidelity	13,771,951	0	0	For
Charles Schwab	12,431,367	0	0	For
BlackRock	11,286,683	84,099	0	For
State Street	8,567,903	0	0	For
Putnam	3,863,822	0	0	For
Columbia Threadneedle	3,417,838	0	0	For
T. Rowe Price	3,240,038	0	0	For
Invesco	2,339,104	0	0	For
TIAA	2,282,037	0	0	For
Victory Capital	2,277,005	0	0	For
MFS	1,422,282	0	0	For
Allspring	1,102,410	0	0	For
Dimensional	989,109	0	0	For
Jackson National	931,315	0	0	For
Pacer Funds Trust	922,799	0	0	For
BNY Mellon	642,064	0	0	For
MASTER INVESTMENT PORTFOLIO	469,153	0	0	For
Six Circles Trust	369,689	0	0	For
JPMorgan	348,212	0	0	For
Prudential/PGIM	327,239	0	0	For
Nationwide	305,527	0	0	For
PIMCO	304,682	0	0	For
Hartford	53,885	215,866	0	Mixed
Equitable	258,706	0	0	For

Showing the 25 largest of 181 asset managers. See all 181 in the interactive database.

3. Elect Director: Marie A. Ffolkes

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 235,148,172AGAINST: 2,237,440

Details: description as filed, official tally, votes by 181 asset managers

Description as filed by funds: Elect directors to serve until the 2027 Annual Meeting of Stockholders: Marie A. Ffolkes

Valero Energy Corporation’s own tally for this item (“Elect Director: Marie A. Ffolkes”): 235,148,172 for, 2,237,440 against, per its Form 8-K filed May 8, 2026 (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 181 asset managers below reported 104,655,500 for, 39 against, 14,335 abstained, 232 not voted.

FOR

FOR: 104,655,500AGAINST: 39ABSTAIN: 14,335NOT VOTED: 232

Largest asset managers voting on “Elect directors to serve until the 2027 Annual Meeting of Stockholders: Marie A. Ffolkes” at Valero Energy Corporation, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	26,525,495	39	5	For
Fidelity	13,771,951	0	0	For
Charles Schwab	12,431,367	0	0	For
BlackRock	11,370,782	0	0	For
State Street	8,567,903	0	0	For
Putnam	3,863,822	0	0	For
Columbia Threadneedle	3,417,838	0	0	For
T. Rowe Price	3,240,038	0	0	For
Invesco	2,339,104	0	0	For
TIAA	2,282,037	0	0	For
Victory Capital	2,277,005	0	0	For
MFS	1,422,282	0	0	For
Allspring	1,102,410	0	0	For
Dimensional	989,109	0	0	For
Jackson National	931,315	0	0	For
Pacer Funds Trust	922,799	0	0	For
BNY Mellon	642,064	0	0	For
MASTER INVESTMENT PORTFOLIO	469,153	0	0	For
Six Circles Trust	369,689	0	0	For
JPMorgan	348,212	0	0	For
Prudential/PGIM	327,239	0	0	For
Nationwide	305,527	0	0	For
PIMCO	304,682	0	0	For
Hartford	269,751	0	0	For
Equitable	258,706	0	0	For

Showing the 25 largest of 181 asset managers. See all 181 in the interactive database.

4. Elect Director: Kimberly S. Greene

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 232,851,492AGAINST: 4,387,039

Details: description as filed, official tally, votes by 181 asset managers

Description as filed by funds: Elect directors to serve until the 2027 Annual Meeting of Stockholders: Kimberly S. Greene

Valero Energy Corporation’s own tally for this item (“Elect Director: Kimberly S. Greene”): 232,851,492 for, 4,387,039 against, per its Form 8-K filed May 8, 2026 (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 181 asset managers below reported 104,626,635 for, 28,901 against, 14,337 abstained, 232 not voted.

FOR

FOR: 104,626,635AGAINST: 28,901ABSTAIN: 14,337NOT VOTED: 232

Largest asset managers voting on “Elect directors to serve until the 2027 Annual Meeting of Stockholders: Kimberly S. Greene” at Valero Energy Corporation, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	26,525,482	49	7	For
Fidelity	13,771,951	0	0	For
Charles Schwab	12,431,367	0	0	For
BlackRock	11,370,782	0	0	For
State Street	8,567,903	0	0	For
Putnam	3,863,822	0	0	For
Columbia Threadneedle	3,417,838	0	0	For
T. Rowe Price	3,240,038	0	0	For
Invesco	2,339,104	0	0	For
TIAA	2,282,037	0	0	For
Victory Capital	2,277,005	0	0	For
MFS	1,422,282	0	0	For
Allspring	1,102,410	0	0	For
Dimensional	989,109	0	0	For
Jackson National	931,315	0	0	For
Pacer Funds Trust	922,799	0	0	For
BNY Mellon	642,064	0	0	For
MASTER INVESTMENT PORTFOLIO	469,153	0	0	For
Six Circles Trust	369,689	0	0	For
JPMorgan	348,212	0	0	For
Prudential/PGIM	327,239	0	0	For
Nationwide	305,527	0	0	For
PIMCO	304,682	0	0	For
Hartford	269,751	0	0	For
Equitable	258,706	0	0	For

Showing the 25 largest of 181 asset managers. See all 181 in the interactive database.

5. Elect Director: Deborah P. Majoras

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 224,554,250AGAINST: 12,826,398

Details: description as filed, official tally, votes by 181 asset managers

Description as filed by funds: Elect directors to serve until the 2027 Annual Meeting of Stockholders: Deborah P. Majoras

Valero Energy Corporation’s own tally for this item (“Elect Director: Deborah P. Majoras”): 224,554,250 for, 12,826,398 against, per its Form 8-K filed May 8, 2026 (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 181 asset managers below reported 104,362,001 for, 293,537 against, 14,335 abstained, 232 not voted.

FOR

FOR: 104,362,001AGAINST: 293,537ABSTAIN: 14,335NOT VOTED: 232

Largest asset managers voting on “Elect directors to serve until the 2027 Annual Meeting of Stockholders: Deborah P. Majoras” at Valero Energy Corporation, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	26,525,324	209	5	For
Fidelity	13,771,951	0	0	For
Charles Schwab	12,431,367	0	0	For
BlackRock	11,279,395	91,387	0	For
State Street	8,566,936	967	0	For
Putnam	3,863,822	0	0	For
Columbia Threadneedle	3,417,838	0	0	For
T. Rowe Price	3,240,038	0	0	For
Invesco	2,339,104	0	0	For
TIAA	2,282,037	0	0	For
Victory Capital	2,277,005	0	0	For
MFS	1,422,282	0	0	For
Allspring	1,102,410	0	0	For
Dimensional	989,109	0	0	For
Jackson National	931,315	0	0	For
Pacer Funds Trust	922,799	0	0	For
BNY Mellon	642,064	0	0	For
MASTER INVESTMENT PORTFOLIO	469,153	0	0	For
Six Circles Trust	369,689	0	0	For
JPMorgan	348,212	0	0	For
Prudential/PGIM	327,239	0	0	For
Nationwide	305,527	0	0	For
PIMCO	304,682	0	0	For
Hartford	269,751	0	0	For
Equitable	258,706	0	0	For

Showing the 25 largest of 181 asset managers. See all 181 in the interactive database.

6. Elect Director: Eric D. Mullins

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 235,492,696AGAINST: 1,876,549

Details: description as filed, official tally, votes by 181 asset managers

Description as filed by funds: Elect directors to serve until the 2027 Annual Meeting of Stockholders: Eric D. Mullins

Valero Energy Corporation’s own tally for this item (“Elect Director: Eric D. Mullins”): 235,492,696 for, 1,876,549 against, per its Form 8-K filed May 8, 2026 (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 181 asset managers below reported 104,655,505 for, 33 against, 14,335 abstained, 232 not voted.

FOR

FOR: 104,655,505AGAINST: 33ABSTAIN: 14,335NOT VOTED: 232

Largest asset managers voting on “Elect directors to serve until the 2027 Annual Meeting of Stockholders: Eric D. Mullins” at Valero Energy Corporation, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	26,525,500	33	5	For
Fidelity	13,771,951	0	0	For
Charles Schwab	12,431,367	0	0	For
BlackRock	11,370,782	0	0	For
State Street	8,567,903	0	0	For
Putnam	3,863,822	0	0	For
Columbia Threadneedle	3,417,838	0	0	For
T. Rowe Price	3,240,038	0	0	For
Invesco	2,339,104	0	0	For
TIAA	2,282,037	0	0	For
Victory Capital	2,277,005	0	0	For
MFS	1,422,282	0	0	For
Allspring	1,102,410	0	0	For
Dimensional	989,109	0	0	For
Jackson National	931,315	0	0	For
Pacer Funds Trust	922,799	0	0	For
BNY Mellon	642,064	0	0	For
MASTER INVESTMENT PORTFOLIO	469,153	0	0	For
Six Circles Trust	369,689	0	0	For
JPMorgan	348,212	0	0	For
Prudential/PGIM	327,239	0	0	For
Nationwide	305,527	0	0	For
PIMCO	304,682	0	0	For
Hartford	269,751	0	0	For
Equitable	258,706	0	0	For

Showing the 25 largest of 181 asset managers. See all 181 in the interactive database.

7. Elect Director: Robert L. Reymond

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 236,298,023AGAINST: 1,064,736

Details: description as filed, official tally, votes by 181 asset managers

Description as filed by funds: Elect directors to serve until the 2027 Annual Meeting of Stockholders: Robert L. Reymond

Valero Energy Corporation’s own tally for this item (“Elect Director: Robert L. Reymond”): 236,298,023 for, 1,064,736 against, per its Form 8-K filed May 8, 2026 (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: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 181 asset managers below reported 104,655,519 for, 18 against, 14,335 abstained, 232 not voted.

FOR

FOR: 104,655,519AGAINST: 18ABSTAIN: 14,335NOT VOTED: 232

Largest asset managers voting on “Elect directors to serve until the 2027 Annual Meeting of Stockholders: Robert L. Reymond” at Valero Energy Corporation, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	26,525,514	18	5	For
Fidelity	13,771,951	0	0	For
Charles Schwab	12,431,367	0	0	For
BlackRock	11,370,782	0	0	For
State Street	8,567,903	0	0	For
Putnam	3,863,822	0	0	For
Columbia Threadneedle	3,417,838	0	0	For
T. Rowe Price	3,240,038	0	0	For
Invesco	2,339,104	0	0	For
TIAA	2,282,037	0	0	For
Victory Capital	2,277,005	0	0	For
MFS	1,422,282	0	0	For
Allspring	1,102,410	0	0	For
Dimensional	989,109	0	0	For
Jackson National	931,315	0	0	For
Pacer Funds Trust	922,799	0	0	For
BNY Mellon	642,064	0	0	For
MASTER INVESTMENT PORTFOLIO	469,153	0	0	For
Six Circles Trust	369,689	0	0	For
JPMorgan	348,212	0	0	For
Prudential/PGIM	327,239	0	0	For
Nationwide	305,527	0	0	For
PIMCO	304,682	0	0	For
Hartford	269,751	0	0	For
Equitable	258,706	0	0	For

Showing the 25 largest of 181 asset managers. See all 181 in the interactive database.

8. Elect Director: R. Lane Riggs

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: 229,163,793AGAINST: 8,096,773

Details: description as filed, official tally, votes by 181 asset managers

Description as filed by funds: Elect directors to serve until the 2027 Annual Meeting of Stockholders: R. Lane Riggs

Valero Energy Corporation’s own tally for this item (“Elect Director: R. Lane Riggs”): 229,163,793 for, 8,096,773 against, per its Form 8-K filed May 8, 2026 (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 181 asset managers below reported 104,652,425 for, 147 against, 17,301 abstained, 232 not voted.

FOR

FOR: 104,652,425AGAINST: 147ABSTAIN: 17,301NOT VOTED: 232

Largest asset managers voting on “Elect directors to serve until the 2027 Annual Meeting of Stockholders: R. Lane Riggs” at Valero Energy Corporation, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	26,525,412	120	6	For
Fidelity	13,771,951	0	0	For
Charles Schwab	12,431,367	0	0	For
BlackRock	11,370,782	0	0	For
State Street	8,567,876	27	0	For
Putnam	3,863,822	0	0	For
Columbia Threadneedle	3,417,838	0	0	For
T. Rowe Price	3,240,038	0	0	For
Invesco	2,339,104	0	0	For
TIAA	2,282,037	0	0	For
Victory Capital	2,277,005	0	0	For
MFS	1,422,282	0	0	For
Allspring	1,102,410	0	0	For
Dimensional	989,109	0	0	For
Jackson National	931,315	0	0	For
Pacer Funds Trust	922,799	0	0	For
BNY Mellon	642,064	0	0	For
MASTER INVESTMENT PORTFOLIO	469,153	0	0	For
Six Circles Trust	369,689	0	0	For
JPMorgan	348,212	0	0	For
Prudential/PGIM	327,239	0	0	For
Nationwide	305,527	0	0	For
PIMCO	304,682	0	0	For
Hartford	269,751	0	0	For
Equitable	258,706	0	0	For

Showing the 25 largest of 181 asset managers. See all 181 in the interactive database.

9. 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: 227,949,897AGAINST: 9,414,734

Details: description as filed, official tally, votes by 181 asset managers

Description as filed by funds: Elect directors to serve until the 2027 Annual Meeting of Stockholders: Randall J. Weisenburger

Valero Energy Corporation’s own tally for this item (“Elect Director: Randall J. Weisenburger”): 227,949,897 for, 9,414,734 against, per its Form 8-K filed May 8, 2026 (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.

The 181 asset managers below reported 103,238,979 for, 1,416,560 against, 14,335 abstained, 232 not voted.

FOR

FOR: 103,238,979AGAINST: 1,416,560ABSTAIN: 14,335NOT VOTED: 232

Largest asset managers voting on “Elect directors to serve until the 2027 Annual Meeting of Stockholders: Randall J. Weisenburger” at Valero Energy Corporation, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	25,353,741	1,171,793	5	For
Fidelity	13,771,951	0	0	For
Charles Schwab	12,431,367	0	0	For
BlackRock	11,370,782	0	0	For
State Street	8,567,854	49	0	For
Putnam	3,863,822	0	0	For
Columbia Threadneedle	3,417,838	0	0	For
T. Rowe Price	3,240,038	0	0	For
Invesco	2,339,104	0	0	For
TIAA	2,282,037	0	0	For
Victory Capital	2,277,005	0	0	For
MFS	1,422,282	0	0	For
Allspring	1,102,410	0	0	For
Dimensional	989,109	0	0	For
Jackson National	931,315	0	0	For
Pacer Funds Trust	922,799	0	0	For
BNY Mellon	642,064	0	0	For
MASTER INVESTMENT PORTFOLIO	469,153	0	0	For
Six Circles Trust	369,689	0	0	For
JPMorgan	348,212	0	0	For
Prudential/PGIM	327,239	0	0	For
Nationwide	305,527	0	0	For
PIMCO	304,682	0	0	For
Hartford	53,885	215,866	0	Mixed
Equitable	258,706	0	0	For

Showing the 25 largest of 181 asset managers. See all 181 in the interactive database.

10. Elect Director: Rayford Wilkins, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 9 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 225,849,760AGAINST: 11,509,989

Details: description as filed, official tally, votes by 181 asset managers

Description as filed by funds: Elect directors to serve until the 2027 Annual Meeting of Stockholders: Rayford Wilkins, Jr.

Valero Energy Corporation’s own tally for this item (“Elect Director: Rayford Wilkins, Jr.”): 225,849,760 for, 11,509,989 against, per its Form 8-K filed May 8, 2026 (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.

The 181 asset managers below reported 104,623,500 for, 32,039 against, 14,335 abstained, 232 not voted.

FOR

FOR: 104,623,500AGAINST: 32,039ABSTAIN: 14,335NOT VOTED: 232

Largest asset managers voting on “Elect directors to serve until the 2027 Annual Meeting of Stockholders: Rayford Wilkins, Jr.” at Valero Energy Corporation, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	26,525,361	173	5	For
Fidelity	13,771,951	0	0	For
Charles Schwab	12,431,367	0	0	For
BlackRock	11,370,782	0	0	For
State Street	8,567,854	49	0	For
Putnam	3,863,822	0	0	For
Columbia Threadneedle	3,417,838	0	0	For
T. Rowe Price	3,240,038	0	0	For
Invesco	2,339,104	0	0	For
TIAA	2,282,037	0	0	For
Victory Capital	2,277,005	0	0	For
MFS	1,422,282	0	0	For
Allspring	1,102,410	0	0	For
Dimensional	989,109	0	0	For
Jackson National	931,315	0	0	For
Pacer Funds Trust	922,799	0	0	For
BNY Mellon	642,064	0	0	For
MASTER INVESTMENT PORTFOLIO	469,153	0	0	For
Six Circles Trust	369,689	0	0	For
JPMorgan	348,212	0	0	For
Prudential/PGIM	327,239	0	0	For
Nationwide	305,527	0	0	For
PIMCO	304,682	0	0	For
Hartford	269,751	0	0	For
Equitable	258,706	0	0	For

Showing the 25 largest of 181 asset managers. See all 181 in the interactive database.

11. 2. Advisory vote to approve the 2025 compensation of Valero’s named executive officers, as described in the Proxy…

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

Combines 28 wordings of this item as funds reported it.

93% Approved · of votes cast

FOR 93%

FOR: 219,278,133AGAINST: 17,564,158

Details: description as filed, official tally, votes by 1,138 asset managers

Description as filed by funds: ADVISORY VOTE TO APPROVE THE 2025 COMPENSATION OF NAMED EXECUTIVE OFFICERS.

Valero Energy Corporation’s own tally for this item (“2. Advisory vote to approve the 2025 compensation of Valero’s named executive officers, as described in the Proxy Statement”): 219,278,133 for, 17,564,158 against — passed, per its Form 8-K filed May 8, 2026 (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: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

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: 178 asset managers voting on “ADVISORY VOTE TO APPROVE THE 2025 COMPENSATION OF NAMED EXECUTIVE OFFICERS.” at Valero Energy Corporation, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	26,525,223	299	14	For
Fidelity	13,771,951	0	0	For
Charles Schwab	12,431,367	0	0	For
BlackRock	11,370,782	0	0	For
State Street	8,567,854	49	0	For
Putnam	3,863,822	0	0	For
Columbia Threadneedle	3,417,838	0	0	For
T. Rowe Price	3,240,038	0	0	For
Invesco	2,339,104	0	0	For
TIAA	2,282,037	0	0	For
Victory Capital	2,277,005	0	0	For
MFS	1,422,282	0	0	For
Allspring	1,102,410	0	0	For
Dimensional	989,109	0	0	For
Jackson National	931,315	0	0	For
Pacer Funds Trust	922,799	0	0	For
BNY Mellon	640,844	1,220	0	For
MASTER INVESTMENT PORTFOLIO	469,153	0	0	For
Six Circles Trust	369,689	0	0	For
JPMorgan	348,212	0	0	For
Prudential/PGIM	327,239	0	0	For
Nationwide	305,527	0	0	For
PIMCO	304,682	0	0	For
Hartford	215,866	53,885	0	Mixed
Equitable	258,706	0	0	For

Fund voting reports, all 178 managers: 104,491,061 for, 117,589 against, 14,344 abstained, 237 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 1,002 asset managers voting on “ADVISORY VOTE TO APPROVE THE 2025 COMPENSATION OF NAMED EXECUTIVE OFFICERS.” at Valero Energy Corporation, 2025-2026
Asset manager	For	Against	Vote
State Street	14,105,359	92,648	For
Charles Schwab	12,496,223	0	For
T. Rowe Price	9,514,242	350	For
BlackRock	9,147,457	193	For
GEODE CAPITAL MANAGEMENT, LLC	8,251,659	0	For
Fidelity	7,335,852	0	For
Putnam	6,012,625	0	For
Vanguard	3,124,238	0	For
Invesco	2,771,040	0	For
Northern Trust	2,588,303	23,253	For
Nuveen	2,339,511	0	For
Amundi	0	2,131,811	Against
MASSACHUSETTS FINANCIAL SERVICES CO /MA/	2,051,419	0	For
AMERIPRISE FINANCIAL INC	1,908,862	14,546	For
AGF MANAGEMENT LTD	1,689,180	0	For
BANK OF AMERICA NA	1,658,263	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	1,656,267	0	For
Victory Capital	1,644,737	0	For
Wellington	1,531,122	0	For
Allspring	1,355,143	0	For
1832 Asset Management L.P.	1,316,698	0	For
Newton Investment Management North America, LLC	1,270,351	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	1,140,010	1,559	For
MELLON INVESTMENTS Corp	1,136,495	0	For
UBS	912,248	110,804	Mixed

Institutional-manager reports, all 1,002 managers: 132,956,728 for, 6,500,172 against, 25,127 abstained, 25,136 not voted, 36,984 unknown. Showing the 25 largest; see all in the interactive database.

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

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%

FOR: 260,740,157AGAINST: 8,874,264

Details: description as filed, official tally, votes by 185 asset managers

Description as filed by funds: Ratify the appointment of KPMG LLP as Valero's independent registered public accounting firm for 2026.

Valero Energy Corporation’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, 2026”): 260,740,157 for, 8,874,264 against — passed, per its Form 8-K filed May 8, 2026 (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 185 asset managers below reported 104,470,539 for, 186,775 against, 14,635 abstained, 232 not voted.

FOR

FOR: 104,470,539AGAINST: 186,775ABSTAIN: 14,635NOT VOTED: 232

Largest asset managers voting on “Ratify the appointment of KPMG LLP as Valero's independent registered public accounting firm for 2026.” at Valero Energy Corporation, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	26,487,844	37,690	5	For
Fidelity	13,771,951	0	0	For
Charles Schwab	12,431,367	0	0	For
BlackRock	11,369,030	1,752	0	For
State Street	8,567,854	49	0	For
Putnam	3,863,822	0	0	For
Columbia Threadneedle	3,417,838	0	0	For
T. Rowe Price	3,240,038	0	0	For
Invesco	2,339,104	0	0	For
TIAA	2,282,037	0	0	For
Victory Capital	2,277,005	0	0	For
MFS	1,422,282	0	0	For
Allspring	1,102,410	0	0	For
Dimensional	989,109	0	0	For
Jackson National	931,315	0	0	For
Pacer Funds Trust	922,799	0	0	For
BNY Mellon	642,064	0	0	For
MASTER INVESTMENT PORTFOLIO	469,153	0	0	For
Six Circles Trust	369,689	0	0	For
JPMorgan	348,212	0	0	For
Prudential/PGIM	327,239	0	0	For
Nationwide	305,527	0	0	For
PIMCO	304,682	0	0	For
Hartford	215,866	53,885	0	Mixed
Equitable	258,706	0	0	For

Showing the 25 largest of 185 asset managers. See all 185 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; 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 Corporation shareholders voting in 2025-2026

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 296,932,782 shares outstanding at the time of that meeting.

Fund voting reports: top Valero Energy Corporation shareholders by shares voted on “ADVISORY VOTE TO APPROVE THE 2025 COMPENSATION OF NAMED EXECUTIVE OFFICERS.”, 2025-2026
#	Asset manager	% of shares outstanding
1	Vanguard	8.93%
2	Fidelity	4.64%
3	Charles Schwab	4.19%
4	BlackRock	3.83%
5	State Street	2.89%
6	Putnam	1.30%
7	Columbia Threadneedle	1.15%
8	T. Rowe Price	1.09%
9	Invesco	0.79%
10	TIAA	0.77%

Institutional-manager reports: top Valero Energy Corporation shareholders by shares voted on “ADVISORY VOTE TO APPROVE THE 2025 COMPENSATION OF NAMED EXECUTIVE OFFICERS.”, 2025-2026
#	Asset manager	% of shares outstanding
1	State Street	4.78%
2	Charles Schwab	4.21%
3	T. Rowe Price	3.20%
4	BlackRock	3.08%
5	GEODE CAPITAL MANAGEMENT, LLC	2.78%
6	Fidelity	2.47%
7	Putnam	2.02%
8	Vanguard	1.05%
9	Invesco	0.93%
10	Northern Trust	0.88%

Reported Valero Energy Corporation 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 Corporation holdings and ownership disclosed for the 2025-2026 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	12.68%	13F
BlackRock	8.76%	13F
State Street	6.61%	13F
FMR (Fidelity)	2.82%	13F
Geode Capital	2.79%	13F
T. Rowe Price	2.74%	13F
Morgan Stanley	2.50%	13F
Franklin Templeton	2.16%	13F
Northern Trust	1.09%	13F
BNY Mellon	1.00%	13F

Percentages above are of 296,932,782 shares outstanding, as reported by Valero Energy Corporation on its Form 10-Q dated April 24, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 Corporation’s 10-Q dated April 24, 2026. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At Valero Energy Corporation's shareholder meeting held May 7, 2026, in the 2025-2026 proxy season, 1,139 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 13,066 separate fund positions. On the most widely held item on that ballot — ADVISORY VOTE TO APPROVE THE 2025 COMPENSATION OF NAMED EXECUTIVE OFFICERS. — Valero Energy Corporation's filing reports the proposal as approved, with 93% 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 Corporation's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 8, 2026.

Valero Energy Corporation proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

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