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): August 22, 2006
Valero GP Holdings, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 001-32940 | 85-0470977 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. 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
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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:
| ¨ | 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 1.01 Entry into a Material Definitive Agreement.
As previously reported on Valero GP Holdings, LLC’s Current Report on Form 8-K dated July 19, 2006 and filed July 25, 2006, which is incorporated herein, on July 19, 2006, the board of directors (the “Board”) of Valero GP Holdings, LLC (the “Company”) approved the compensation structure for non-employee members of the Board (the “Compensation Structure”).
In accordance with this Compensation Structure, on August 22, 2006, each non-employee director was granted 962 restricted Units of Valero GP Holdings, LLC under the Valero GP Holdings, LLC Long-Term Incentive Plan (the “Plan”).
Note. The form of agreement filed as an exhibit to this Current Report-together with the Plan and the disclosures incorporated herein and stated above-contains the material terms and conditions for participation in the compensation arrangements described in this Item. In reliance on Instruction 1 to Item 601(b)(10) of Regulation S-K, the Company is not filing each individual’s personal arrangement.
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Item 9.01 Financial Statements and Exhibits
| (c) | Exhibits. |
| Exhibit |
Description |
Incorporated by Reference to the | ||
| 10.01 | Valero GP Holdings, LLC Long-Term Incentive Plan | Exhibit 10.01 to Valero GP Holdings, LLC’s Current Report on Form 8-K dated July 19, 2006 and filed July 25, 2006. | ||
| 10.02 | Form of Non-employee Director Restricted Unit Agreement under Valero GP Holdings, LLC Long-Term Incentive Plan | * | ||
| * | filed herewith |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VALERO GP HOLDINGS, LLC | ||||
| Date: August 25, 2006 | By: | /s/ Amy L. Perry | ||
| Name: | Amy L. Perry | |||
| Title: | Assistant Secretary | |||
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EXHIBIT INDEX
| Exhibit Number |
Description |
Incorporated by Reference to the | ||
| 10.01 | Valero GP Holdings, LLC Long-Term Incentive Plan | Valero GP Holdings, LLC Current Report on Form 8-K dated July 19, 2006 and filed July 25, 2006. | ||
| 10.02 | Form of Non-employee Director Restricted Unit Agreement under Valero GP Holdings, LLC Long-Term Incentive Plan | * | ||
| * | filed herewith |
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