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(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:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon
stock, par value $0.01 per share
iVVV
iNew 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
i☐
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.