Submission of Matters to a Vote of Security

On January 28, 2021, Valvoline held its Annual Meeting of Shareholders (“Annual Meeting”). At the Annual Meeting, a total of 170,872,780 shares of Valvoline Common Stock, representing 92.38% 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:

Nominees

For

Against

Abstain

Broker Non-Vote

Gerald W. Evans, Jr.

158,520,861

306,744

246,5 82

11,798,593

Richard J. Freeland

158,527,471

288,412

258,304

11,798,593

Stephen F. Kirk

158,519,281

303,224

251,682

11,798,593

Carol H. Kruse

158,478,988

373,286

221,913

11,798,593

Stephen E. Macadam

158,504,568

301,877

267,742

11,798,593

Vada O. Manager

155,458,685

3,387,831

227,671

11,798,593

Samuel J. Mitchell, Jr.

158,486,519

371,916

215,752

11,798,593

Charles M. Sonsteby

158,507,131

305,905

261,151

11,798,593

Mary J. Twinem

158,446,201

397,136

230,850

11,798,593

Proposal 2: The appointment of Ernst & Young LLP as Valvoline’s independent registered public accounting firm for fiscal 2021 was ratified by the shareholders by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Vote

170,295,824

310,157

266,799

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

154,208,738

4,311,371

554,078

11,798,593

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: February 3, 2021

By:

/s/ Julie M. O'Daniel

 

 

Julie M. O'Daniel

 

 

Senior Vice President, Chief Legal Officer and Corporate Secretary

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Other recent filings from the company include the following:

VALVOLINE: Press Release Announcing Segment Realignment And Share Repurchase Authorization Document - May 19, 2021

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