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 28, 2025

__________________________________

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 28, 2025, Valvoline Inc. (“Valvoline”) held its Annual Meeting of Shareholders (“2025 Annual Meeting”). At the 2025 Annual Meeting, a total of 119,205,736 shares of Valvoline common stock, representing 93% 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 2025 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.	110,953,513	694,863	217,436	7,339,924
Lori A. Flees	111,352,738	332,539	180,535	7,339,924
Richard J. Freeland	110,663,288	998,652	203,872	7,339,924
Carol H. Kruse	111,088,619	594,775	182,418	7,339,924
Vada O. Manager	110,668,434	1,015,543	181,835	7,339,924
Patrick S. Pacious	111,115,577	509,427	240,808	7,339,924
Jennifer L. Slater	111,151,412	533,092	181,308	7,339,924
Charles M. Sonsteby	111,165,618	516,474	183,720	7,339,924
Mary J. Twinem	111,235,231	445,916	184,665	7,339,924

Proposal 2: The appointment of Ernst & Young LLP as Valvoline’s independent registered public accounting firm for fiscal 2025 was ratified by the shareholders by the votes set forth in the table below:


For	Against	Abstain	Broker Non-Vote
118,106,386	937,676	161,674	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
102,295,613	9,218,255	351,944	7,339,924

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, 2025	By:	/s/ Julie M. O'Daniel
		Julie M. O'Daniel
		Senior Vice President, Chief Legal Officer and Corporate Secretary

VALVOLINE INC 8-K