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Form 8-K VALVOLINE INC For: Jan 25

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January 26, 2022 5:20 PM EST
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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, 2022
__________________________________
 
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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareVVVNew 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, 2022, Valvoline held its Annual Meeting of Shareholders (“Annual Meeting”). At the Annual Meeting, a total of 165,384,633 shares of Valvoline Common Stock, representing 91.89% 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 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:
NomineesForAgainstAbstainBroker Non-Vote
Gerald W. Evans, Jr.153,988,320916,716147,00610,332,591
Richard J. Freeland154,050,081831,464170,49710,332,591
Stephen F. Kirk154,004,374893,891153,77710,332,591
Carol H. Kruse153,941,164951,167159,71110,332,591
Stephen E. Macadam154,041,395868,137142,51010,332,591
Vada O. Manager151,015,4423,898,751137,84910,332,591
Samuel J. Mitchell, Jr.154,219,341663,148169,55310,332,591
Charles M. Sonsteby154,028,832881,702141,50810,332,591
Mary J. Twinem153,953,315926,225172,50210,332,591


Proposal 2: The appointment of Ernst & Young LLP as Valvoline’s independent registered public accounting firm for fiscal 2022 was ratified by the shareholders by the votes set forth in the table below:
ForAgainstAbstainBroker Non-Vote
164,852,228343,532188,8730

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:

ForAgainstAbstainBroker Non-Vote
149,621,6074,896,304534,13110,332,591





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.
 
 VALVOLINE INC.
   
Date: January 26, 2022By: /s/ Julie M. O'Daniel
  Julie M. O'Daniel
  Senior Vice President, Chief Legal Officer and Corporate Secretary













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