Valero Energy (VLO) Proxy Filing summary

Executive summary

• Supplement provides additional details on executive compensation, specifically long-term incentive awards and the TSR metric, following engagement with a proxy advisory firm.

• Changes to the compensation program are effective for 2025 awards and outstanding tranches of prior awards.

• Ongoing engagement with stockholders and proxy advisory firms will inform future compensation decisions.

Voting matters and shareholder proposals

• Stockholders are encouraged to vote in advance of the annual meeting scheduled for May 6, 2025.

• Instructions for voting and revoking prior votes are provided in the proxy materials.

Board of directors and corporate governance

• The Human Resources and Compensation Committee, chaired by Rayford Wilkins, Jr., reaffirmed its report on the Compensation Discussion and Analysis.

• Committee members include Rayford Wilkins, Jr., Eric D. Mullins, Robert A. Profusek, and Randall J. Weisenburger.