| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 28, 2025, the Board of Directors of Valero Energy Corporation (the “Company” or “Valero”) appointed Homer Bhullar, who has served as the Company’s Vice President-Investor Relations and Finance since April 29, 2021, as Senior Vice President and Chief Financial Officer of the Company, effective as of January 1, 2026. Mr. Bhullar will succeed Jason Fraser, who on October 28, 2025, submitted notice of his retirement as Executive Vice President and Chief Financial Officer on the close of business on December 31, 2025, and as an employee in the first quarter of 2026. Mr. Bhullar will be the Principal Financial Officer and Principal Accounting Officer of the Company, effective upon his appointment as Senior Vice President and Chief Financial Officer of the Company.
Mr. Bhullar, age 44, has significant leadership experience at the Company, having served as the Company’s Vice-President Investor Relations and Finance since April 29, 2021. As Vice President-Investor Relations and Finance, in addition to overseeing the Company’s investor relations and finance functions, Mr. Bhullar oversees the Company’s strategic communications, public relations, advertising, and community engagement. He previously served as Vice President Investor Relations from January 2019 to April 29, 2021, as Vice President, Business Development from July 2018 through December 2018, as Director Business Development, from May 2015 to July 2018, and as Director Corporate Development, from June 2014 to May 2015. Prior to joining the Company in 2014, he was an investment banker focused on the energy sector at J.P. Morgan and Citigroup. Mr. Bhullar holds a bachelor’s degree in economics and an MBA with a focus on investment management and energy finance, both from the University of Texas at Austin.
In connection with Mr. Bhullar’s appointment as Senior Vice President and Chief Financial Officer, Mr. Bhullar’s annual base salary will be increased from $500,000 to $770,000, his bonus target percentage will be increased from 75% to 85% of base salary, and his long-term incentive target percentage will be increased from 220% to 350% of base salary, in each case effective as of January 1, 2026.
| Item 7.01 |
Regulation FD Disclosure. |
The disclosure in this Item 7.01 is being furnished in connection with Valero’s issuance of a press release on October 31, 2025, relating to the matters described in Item 5.02 above. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01
The information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being furnished, not “filed,” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement filed by Valero under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing. The furnishing of the information in Items 7.01 and 9.01 of this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by Valero that such information is material or complete, or that investors should consider such information before making an investment or voting decision with respect to any security of Valero or any of its affiliates.
Safe Harbor Statement
Statements contained in this Current Report on Form 8-K and the exhibit hereto that state Valero’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act and the Exchange Act. The forward-looking statements in this Current Report on Form 8-K and the exhibit hereto include the expected timing of Mr. Bhullar’s election as Chief Financial Officer and Mr. Fraser’s retirement from such position and as an employee. It is important to note that actual results could differ materially from those expressed, suggested, or forecasted in such forward-looking statements based on numerous factors, including those outside of Valero’s control, such as legislative or political changes or developments, market dynamics, cyberattacks, weather events, and other matters affecting Valero’s operations and financial performance or the demand for Valero’s 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, or that impose taxes or penalties on profits, windfalls, or margins above a certain level, tariffs and their effects on trading relationships, global geopolitical and other conflicts and tensions, the impact of inflation on margins and costs, economic activity levels, and the adverse effects the foregoing may have on Valero’s 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 Securities and Exchange Commission and available on Valero’s website at www.valero.com.
