Current Report Filing (8-k)

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 26, 2023

__________________________________

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

___________________________________

Kentucky

001-37884

30-0939371

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

100 Valvoline Way

Lexington, KY 40509

(Address of Principal Executive Offices)

(859) 357-7777

(Registrant’s telephone number, including area code)

___________________________________

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

VVV

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐


Item 5.07.			Submission of Matters to a Vote of Security Holders.

On January 26, 2023, Valvoline Inc. (“Valvoline”) held its Annual Meeting of Shareholders (“2023 Annual Meeting”). At the 2023 Annual Meeting, a total of 160,654,927 shares of Valvoline common stock, representing 92.1% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies. The final results for each of the matters submitted to a vote of shareholders at the 2023 Annual Meeting are as follows:

Proposal 1: All of the nominees for director were elected to serve a one-year term until the following annual meeting of Valvoline’s shareholders and until their successors have been duly elected and qualified, by the votes set forth in the table below:


Nominees	For	Against	Abstain	Broker Non-Vote
Gerald W. Evans, Jr.	149,120,039	1,747,382	221,015	9,566,491
Richard J. Freeland	149,137,379	1,738,255	212,802	9,566,491
Carol H. Kruse	149,129,209	1,749,191	210,036	9,566,491
Vada O. Manager	148,875,534	1,998,253	214,649	9,566,491
Samuel J. Mitchell, Jr.	150,097,892	779,701	210,843	9,566,491
Jennifer L. Slater	149,875,301	908,236	304,899	9,566,491
Charles M. Sonsteby	149,081,693	1,786,893	219,850	9,566,491
Mary J. Twinem	149,000,239	1,870,056	218,141	9,566,491

Proposal 2: The appointment of Ernst & Young LLP as Valvoline’s independent registered public accounting firm for fiscal 2023 was ratified by the shareholders by the votes set forth in the table below:


For	Against	Abstain	Broker Non-Vote
159,276,563	1,110,394	267,970	0

Proposal 3: The non-binding advisory resolution approving the compensation paid to Valvoline’s named executive officers, as disclosed in Valvoline’s Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, was approved by the shareholders by the votes set forth in the table below:


For	Against	Abstain	Broker Non-Vote
147,391,328	3,302,528	394,580	9,566,491

Proposal 4: The non-binding advisory vote that shareholders vote on Valvoline’s executive compensation every year was approved by the shareholders by the votes set forth in the table below:


1 Year	2 Years	3 Years	Abstain	Broker Non-Vote
145,193,665	1,209,198	4,118,497	567,076	9,566,491

2

SIGNATURES

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.