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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 25, 2024
__________________________________
 
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, Suite 100
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 25, 2024, Valvoline Inc. (“Valvoline”) held its Annual Meeting of Shareholders (“2024 Annual Meeting”). At the 2024 Annual Meeting, a total of 122,395,222 shares of Valvoline common stock, representing 94.15% 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 2024 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. 113,854,503 1,121,818 81,163 7,337,738
Lori A. Flees 114,387,419 575,385 94,680 7,337,738
Richard J. Freeland 113,808,887 1,141,891 106,706 7,337,738
Carol H. Kruse 114,034,023 920,185 103,276 7,337,738
Vada O. Manager 113,817,950 1,145,530 94,004 7,337,738
Patrick S. Pacious 114,046,282 909,087 102,115 7,337,738
Jennifer L. Slater 114,047,401 899,357 110,726 7,337,738
Charles M. Sonsteby 114,203,994 715,970 137,520 7,337,738
Mary J. Twinem 114,272,531 679,068 105,885 7,337,738

Proposal 2: The appointment of Ernst & Young LLP as Valvoline’s independent registered public accounting firm for fiscal 2024 was ratified by the shareholders by the votes set forth in the table below:

For Against Abstain Broker Non-Vote
121,351,551 921,104 122,567 0

Proposal 3: 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:

For Against Abstain Broker Non-Vote
109,727,627 5,094,084 235,773 7,337,738





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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.

 
  VALVOLINE INC.
     
Date: January 30, 2024 By: /s/ Julie M. O'Daniel
    Julie M. O'Daniel
    Senior Vice President, Chief Legal Officer and Corporate Secretary













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