UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 7, 2013
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-13175 | 74-1828067 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| One Valero Way San Antonio, Texas |
78249 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (210) 345-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (e) | On January 7, 2013, Valero Energy Corporation (“Valero”) and its executive officers entered into amendments to the existing Change of Control Severance Agreements (the “Agreement(s)”) between Valero and the officers. The amendments eliminate the excise tax gross-up benefit formerly provided by the Agreements. A copy of the form of the amendment is filed with this report as Exhibit 10.01 and is incorporated herein by reference. |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.01 | Form of Amendment to Replace Tax Gross Up with Alternative Cap in Change of Control Severance Agreement, dated as of January 7, 2013, between Valero Energy Corporation and the executive officers named therein. | |
| 10.02 | Form of Change of Control Agreement (Tier I) – incorporated by reference to Exhibit 10.15 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2011. | |
| 10.03 | Schedule of Change of Control Agreements (Tier I)—incorporated by reference to Exhibit 10.16 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2011. | |
| 10.04 | Change of Control Agreement (Tier II) dated March 15, 2007, between Valero Energy Corporation and Kimberly S. Bowers – incorporated by reference to Exhibit 10.17 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2011. | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VALERO ENERGY CORPORATION | ||||
| Date: January 8, 2013 | by: | /s/ Jay D. Browning | ||
| Jay D. Browning | ||||
| Senior Vice President and General Counsel | ||||
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