Published: April 16, 2010
Tesoro Corporation Announces Filing of Definitive Proxy Statement for 2010 Annual Meeting of Stockholder
SAN ANTONIO - (BUSINESS WIRE) - Tesoro
Corporation (NYSE:TSO) announced today that it filed its definitive
proxy statement with the U.S. Securities and Exchange Commission (SEC)
relating to its 2010 Annual Meeting of Stockholders to be held on
Friday, June 4, 2010, beginning at 8:30 A.M. Central Time at the St.
Regis Hotel, 1919 Briar Oaks Lane, Houston, Texas, 77027.
All stockholders of record of Tesoro common stock as of the close of
business on April 12, 2010, will be entitled to vote at the Annual
Meeting.
As described in the proxy statement, the items to be voted on include
the election of eight directors to hold office until the 2011 Annual
Meeting of Stockholders or until their successors are qualified and
elected and a proposal to ratify Ernst & Young LLP as Tesoro's
independent auditors for fiscal year 2010.
The proxy statement also includes information on Tesoro's corporate
governance and executive compensation practices, including information
on Tesoro's agreement with Gregory J. Goff, who will become Tesoro's
President and Chief Executive Officer and a member of Tesoro's Board of
Directors effective May 1, 2010. As previously disclosed on a Form 8-K
filed with the SEC, as an inducement to his employment with Tesoro, Mr.
Goff will be granted the following equity compensation on May 3, 2010:
unrestricted shares of Tesoro common stock with a value of $100,000
(based on the closing price of a share of Tesoro common stock on May 3,
2010); restricted stock units with a value of $3,500,000 (based on the
closing price of a share of Tesoro common stock on May 3, 2010) that
vest in equal installments on the first two anniversaries of grant
subject to continued employment with Tesoro; stock options valued at
$250,000 (based on a Black-Scholes calculation) with an exercise price
equal to the fair market value of a share of Tesoro common stock on May
3, 2010 and that vest 30% on the first two anniversaries and 40% on the
third anniversary of grant subject to continued employment with Tesoro
and that have a ten-year term; and shares of restricted stock with a
value of $250,000 (based on the closing price of a share of Tesoro
common stock on May 3, 2010) that vest on May 1, 2011 subject to
continued employment with Tesoro. These awards will be granted outside
of a stockholder-approved plan, pursuant to the "Employment Inducement
Awards" exemption in Section 303A.08 of the New York Stock Exchange
Listed Company Manual.
To view the proxy statement, please visit the Company's website at www.tsocorp.com
and click on "Investors" and then "Annual Meeting of Stockholders."
Tesoro Corporation, a Fortune 150 company, is an independent refiner and
marketer of petroleum products. Tesoro, through its subsidiaries,
operates seven refineries in the western United States with a combined
capacity of approximately 665,000 barrels per day. Tesoro's
retail-marketing system includes over 880 branded retail stations, of
which over 380 are company operated under the Tesoro, Shell®, Mirastar
and USA Gasoline brands.

Tesoro Corporation
Investors:
Scott Phipps, 210-626-4882
Managing
Director, Finance & Investor Relations
or
Media:
Lynn
Westfall, 210-626-4697
SVP of External Affairs and Chief Economist
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