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 17, 2017

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):

o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
 
 
 
o
 
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 17, 2017, Valero Energy Corporation amended each of the Change of Control Severance Agreements (“Agreements”) with its executive officers. The amendment clarifies the Agreements’ terms regarding the reporting of possible violations of law (“Amendment”). The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.01 to this Current Report and incorporated herein by reference.


Item 9.01      Financial Statements and Exhibits.
(d)
Exhibits.
10.01
Form of Amendment dated January 17, 2017 to Change of Control Severance Agreement.






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 17, 2017
By:
/s/ Jay D. Browning
 
 
 
Jay D. Browning
 
 
 
Executive Vice President and
 
 
 
General Counsel





Exhibit 10.01

AMENDMENT TO CHANGE OF CONTROL
SEVERANCE AGREEMENT


This AMENDMENT, dated as of January 17, 2017 (“ Amendment ”), amends that certain CHANGE OF CONTROL SEVERANCE AGREEMENT dated as of [___________] (the “ Agreement ”), by and between Valero Energy Corporation , a Delaware corporation (the “ Company ”), and [_________] (the “ Executive ”).

WHEREAS, the Company and the Executive wish to amend Section 9 of the Agreement to add a new subsection 9(b) as stated below.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

Section I .      Amendment of Section 9 of the Agreement .

Section 9 of the Agreement is hereby amended in its entirety by replacing and superseding the former terms of Section 9 with the terms provided below, as follows:

Section 9 .      Confidential Information . (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or the Affiliated Companies, and their respective businesses, which information, knowledge or data shall have been obtained by the Executive during the Executive’s employment by the Company or the Affiliated Companies and which information, knowledge or data shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those persons designated by the Company. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

(b)      Notwithstanding the foregoing, nothing in this Agreement shall be construed to prohibit or impede the Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the U.S. Equal Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. This Agreement does not limit the Executive’s ability to communicate with any government agencies or entities or participate in any investigation or proceeding that may be conducted by any such government agency or entity, including providing documents or other information or disclosures, without the prior authorization of or the need to provide any notice to the Company. In addition, this Agreement does not limit the Executive’s right to receive an award for information provided to any government agencies or entities. Further, the Executive acknowledges that the Executive has been advised that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a




complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

Section II .      Miscellaneous .

This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware.

















[signatures appear on the following page]







IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.



_____________________________
[name of Executive]


VALERO ENERGY CORPORATION

by: /s/ Joseph W. Gorder
name: Joseph W. Gorder
title: President and Chief Executive Officer