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2025 Notice of Annual Meeting of Stockholders
PROXY STATEMENT & ANNUAL REPORT ON FORM 10-K
Notice of 2025 Annual Meeting of Stockholders
The 2025 annual meeting of stockholders of Valero Energy Corporation is scheduled to be held in a virtual format as
follows:
MEETING DATE & TIME:
MEETING SITE:
RECORD DATE:
Tuesday, May 6, 2025
www.virtualshareholdermeeting.com/VLO2025
March 10, 2025
11 a.m., Central Time
(close of business)
The purpose of the annual meeting is to consider and vote on the following:
Voting Matters
(1) Elect Directors
Board
Recommendation
Proxy
Statement
Disclosure Begins on
FOR
each director nominee
p.2
(2) Advisory vote to approve 2024 executive compensation
FOR
p.76
(3) Ratify KPMG LLP as independent auditor
FOR
p.77
(4) Other matters, if any, properly brought before the
meeting
Valero Energy Corporation
By order of the Board of Directors,
One Valero Way
San Antonio, Texas 78249
March 18, 2025
Jude A. Dworaczyk
Corporate Secretary and SEC Counsel
About This Proxy Statement
Policies and Procedures
This proxy statement includes statements regarding various policies, standards, approaches, methodologies, procedures,
processes, strategies, programs, initiatives, assessments, technologies, practices, metrics, and similar measures related to our
sustainability and climate-related data, disclosures, targets, long-term ambition, updates, actions, performance, and compliance
systems (collectively, Policies and Procedures ). References to Policies and Procedures in this proxy statement do not represent
guarantees or promises about their efficacy or continued implementation or use, or any assurance that any such Policies and
Procedures will apply in every case. While we believe that our Policies and Procedures reflect our business strategy and are
reasonable at the time made or used, as our business or applicable methodologies, standards, or regulations develop and evolve,
we may revise or cease reporting or using certain Policies and Procedures if we determine that they are no longer advisable or
appropriate, or we are otherwise required to do so. Such Policies and Procedures are subject to risks, uncertainties, and other
factors, some of which are beyond our control and are difficult to predict, and there may be circumstances, factors, or considerations
that may cause different implementation thereof, revised or discontinued use thereof, or exceptions in specific instances.
Cautionary Statement Concerning Forward-Looking Statements
This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the Securities Act ), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act ),
including, but not limited to, statements about Policies and Procedures. You can identify forward-looking statements by words such
as should, strive, pursue, potential, committed, advancing, developing, evaluating, intend, anticipate, forecast, on
track, would, continue, aimed, considering, poised, focused, opportunity, scheduled, believe, estimate, expect,
seek, could, may, target, goal, ambition, aspiration, plan, or other similar expressions that convey the uncertainty of
future events or outcomes. Forward-looking statements in this proxy statement also include those relating to our publicly disclosed
targets, update on expected performance, and long-term ambition regarding greenhouse gas ( GHG ) emissions reductions/
displacements, statements relating to our low-carbon fuels strategy and projects, our board of directors composition and leadership
structure, expected timing of completion, cost, and performance of projects, future market, regulatory, and industry conditions, future
operating and financial performance, expected timing or issuance of future reports and other disclosures, future production and
manufacturing ability and size, and management of future risks, among other matters. It is important to note that actual results could
differ materially from those expressed, suggested, or forecasted in any forward-looking statements based on numerous factors,
including those outside of our control, such as legislative or political changes or developments, market dynamics, cyberattacks,
weather events, and other matters affecting our operations, financial performance, or the demand for our products. These factors
also include, but are not limited to, the uncertainties that remain with respect to current or contemplated legal, political, or regulatory
developments that are adverse to or restrict refining and marketing operations, that impose taxes or penalties on profits, windfalls, or
margins, or require certain disclosures, global geopolitical and other conflicts and tensions, the impact of inflation on margins and
costs, economic activity levels, tariffs, duties, or trade restrictions, and the adverse effects the foregoing may have on our business
plan, strategy, operations, and financial performance. When considering these forward-looking statements, you should also consider
the risk factors and other cautionary statements contained in our annual report on Form 10-K, quarterly reports on Form 10-Q, and
other reports filed with the United States ( U.S. ) Securities and Exchange Commission (the SEC ) and available on our website at
www.valero.com. These risks could cause actual performance, results, and Policies and Procedures to differ materially from those
expressed, suggested, or forecasted in any forward-looking statement. Such forward-looking statements speak only as of the date of
this proxy statement and we do not intend to update these statements unless we are required by applicable securities laws to do so.
Available Information
This proxy statement references various sustainability and climate-related reports, policies, and disclosures, and third-party
conclusions, reports, and data, as well as reports, policies, and disclosures on certain compliance matters. Many of these and other
reports, policies, and disclosures, such as our environmental, social, and governance ( ESG ) reports, Task-Force on Climaterelated Financial Disclosures reports, information regarding our publicly disclosed 2035 target and long-term ambition regarding
GHG emissions reductions/displacements, GHG emissions assurance, verifications, and validations, climate-lobbying report and
disclosures on our political engagement, climate-lobbying, and trade associations are published on our website at www.valero.com >
Investors > ESG. These reports, policies, and disclosures, as well as those referenced elsewhere herein (including any third-party
conclusions, reports, and data discussed in this proxy statement), are not themselves part of this proxy statement, are not soliciting
material, are not deemed filed with the SEC, and are not to be incorporated by reference into any of our filings with the SEC,
whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein, unless
specifically identified in such filing as being incorporated by reference in such filing. Third-party conclusions, reports, and data
discussed in this proxy statement reflect the modeling, beliefs, assumptions, and outputs of their respective authors, not us, and
their use, reference to, or inclusion herein is not an endorsement by us thereof. Any reference to our support of, alignment with, work
with, or collaboration with a third party within this proxy statement does not constitute or imply an endorsement by us of any or all of
the positions or activities of such third party. References to website URLs are intended to be inactive textual references only. Certain
disclosures in this proxy statement represent a good faith effort by us to address our efforts, initiatives, and performance on an array
of broadly defined sustainability and climate-related topics of interest to certain stakeholders. The inclusion of or reference to any
such information in this proxy statement is not an indication that this information or statements related thereto are necessarily
material to investors or require disclosure in our filings with the SEC.
•
3/18/2025 Letter Continued (Full PDF)
•
3/22/2023 VLO Stockholder Letter
•
3/26/2024 VLO Stockholder Letter
•
More "Oil & Gas Refining & Marketing" Category Stockholder Letters
•
VLO Benford's Law Stock Score = 94
VLO Shareholder/Stockholder Letter Transcript:

2025 Notice of Annual Meeting of Stockholders
PROXY STATEMENT & ANNUAL REPORT ON FORM 10-K


Notice of 2025 Annual Meeting of Stockholders
The 2025 annual meeting of stockholders of Valero Energy Corporation is scheduled to be held in a virtual format as
follows:
MEETING DATE & TIME:
MEETING SITE:
RECORD DATE:
Tuesday, May 6, 2025
www.virtualshareholdermeeting.com/VLO2025
March 10, 2025
11 a.m., Central Time
(close of business)
The purpose of the annual meeting is to consider and vote on the following:
Voting Matters
(1) Elect Directors
Board
Recommendation
Proxy
Statement
Disclosure Begins on
FOR
each director nominee
p.2
(2) Advisory vote to approve 2024 executive compensation
FOR
p.76
(3) Ratify KPMG LLP as independent auditor
FOR
p.77
(4) Other matters, if any, properly brought before the
meeting
Valero Energy Corporation
By order of the Board of Directors,
One Valero Way
San Antonio, Texas 78249
March 18, 2025
Jude A. Dworaczyk
Corporate Secretary and SEC Counsel

INTENTIONALLY LEFT BLANK

About This Proxy Statement
Policies and Procedures
This proxy statement includes statements regarding various policies, standards, approaches, methodologies, procedures,
processes, strategies, programs, initiatives, assessments, technologies, practices, metrics, and similar measures related to our
sustainability and climate-related data, disclosures, targets, long-term ambition, updates, actions, performance, and compliance
systems (collectively,    Policies and Procedures   ). References to Policies and Procedures in this proxy statement do not represent
guarantees or promises about their efficacy or continued implementation or use, or any assurance that any such Policies and
Procedures will apply in every case. While we believe that our Policies and Procedures reflect our business strategy and are
reasonable at the time made or used, as our business or applicable methodologies, standards, or regulations develop and evolve,
we may revise or cease reporting or using certain Policies and Procedures if we determine that they are no longer advisable or
appropriate, or we are otherwise required to do so. Such Policies and Procedures are subject to risks, uncertainties, and other
factors, some of which are beyond our control and are difficult to predict, and there may be circumstances, factors, or considerations
that may cause different implementation thereof, revised or discontinued use thereof, or exceptions in specific instances.
Cautionary Statement Concerning Forward-Looking Statements
This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the    Securities Act   ), and Section 21E of the Securities Exchange Act of 1934, as amended (the    Exchange Act   ),
including, but not limited to, statements about Policies and Procedures. You can identify forward-looking statements by words such
as    should,       strive,       pursue,       potential,       committed,       advancing,       developing,       evaluating,       intend,       anticipate,       forecast,       on
track,       would,       continue,       aimed,       considering,       poised,       focused,       opportunity,       scheduled,       believe,       estimate,       expect,   
   seek,       could,       may,       target,       goal,       ambition,       aspiration,       plan,    or other similar expressions that convey the uncertainty of
future events or outcomes. Forward-looking statements in this proxy statement also include those relating to our publicly disclosed
targets, update on expected performance, and long-term ambition regarding greenhouse gas (   GHG   ) emissions reductions/
displacements, statements relating to our low-carbon fuels strategy and projects, our board of directors composition and leadership
structure, expected timing of completion, cost, and performance of projects, future market, regulatory, and industry conditions, future
operating and financial performance, expected timing or issuance of future reports and other disclosures, future production and
manufacturing ability and size, and management of future risks, among other matters. It is important to note that actual results could
differ materially from those expressed, suggested, or forecasted in any forward-looking statements based on numerous factors,
including those outside of our control, such as legislative or political changes or developments, market dynamics, cyberattacks,
weather events, and other matters affecting our operations, financial performance, or the demand for our products. These factors
also include, but are not limited to, the uncertainties that remain with respect to current or contemplated legal, political, or regulatory
developments that are adverse to or restrict refining and marketing operations, that impose taxes or penalties on profits, windfalls, or
margins, or require certain disclosures, global geopolitical and other conflicts and tensions, the impact of inflation on margins and
costs, economic activity levels, tariffs, duties, or trade restrictions, and the adverse effects the foregoing may have on our business
plan, strategy, operations, and financial performance. When considering these forward-looking statements, you should also consider
the risk factors and other cautionary statements contained in our annual report on Form 10-K, quarterly reports on Form 10-Q, and
other reports filed with the United States (   U.S.   ) Securities and Exchange Commission (the    SEC   ) and available on our website at
www.valero.com. These risks could cause actual performance, results, and Policies and Procedures to differ materially from those
expressed, suggested, or forecasted in any forward-looking statement. Such forward-looking statements speak only as of the date of
this proxy statement and we do not intend to update these statements unless we are required by applicable securities laws to do so.
Available Information
This proxy statement references various sustainability and climate-related reports, policies, and disclosures, and third-party
conclusions, reports, and data, as well as reports, policies, and disclosures on certain compliance matters. Many of these and other
reports, policies, and disclosures, such as our environmental, social, and governance (   ESG   ) reports, Task-Force on Climaterelated Financial Disclosures reports, information regarding our publicly disclosed 2035 target and long-term ambition regarding
GHG emissions reductions/displacements, GHG emissions assurance, verifications, and validations, climate-lobbying report and
disclosures on our political engagement, climate-lobbying, and trade associations are published on our website at www.valero.com >
Investors > ESG. These reports, policies, and disclosures, as well as those referenced elsewhere herein (including any third-party
conclusions, reports, and data discussed in this proxy statement), are not themselves part of this proxy statement, are not    soliciting
material,    are not deemed filed with the SEC, and are not to be incorporated by reference into any of our filings with the SEC,
whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein, unless
specifically identified in such filing as being incorporated by reference in such filing. Third-party conclusions, reports, and data
discussed in this proxy statement reflect the modeling, beliefs, assumptions, and outputs of their respective authors, not us, and
their use, reference to, or inclusion herein is not an endorsement by us thereof. Any reference to our support of, alignment with, work
with, or collaboration with a third party within this proxy statement does not constitute or imply an endorsement by us of any or all of
the positions or activities of such third party. References to website URLs are intended to be inactive textual references only. Certain
disclosures in this proxy statement represent a good faith effort by us to address our efforts, initiatives, and performance on an array
of broadly defined sustainability and climate-related topics of interest to certain stakeholders. The inclusion of or reference to any
such information in this proxy statement is not an indication that this information or statements related thereto are necessarily
material to investors or require disclosure in our filings with the SEC.



 3/18/2025 Letter Continued (Full PDF)
VLO Shareholder/Stockholder Letter Transcript:

VLO Stockholder/Shareholder Letter (VALERO ENERGY CORP/TX) | www.StockholderLetter.com Copyright © 2023 - 2026, All Rights Reserved

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