VALVOLINE INC 8-K

What Happened

• Valvoline Inc. filed an 8-K (dated Jan 29, 2026) reporting results of its January 28, 2026 Annual Meeting. Shareholders approved the new Valvoline Inc. 2026 Omnibus Incentive Plan, which replaces the 2016 Valvoline Inc. Incentive Plan.
• A total of 117,276,828 shares were represented (92.2% of 127,241,976 outstanding eligible shares). All board nominees were elected to one-year terms. Ernst & Young LLP was ratified as the company’s independent registered public accounting firm for fiscal 2026, and the annual non-binding advisory vote on executive compensation ("say-on-pay") was approved.

Key Details

• Meeting date: January 28, 2026; 8-K filed January 29, 2026.
• Shares represented: 117,276,828 (92.2% of outstanding eligible shares).
• 2026 Omnibus Incentive Plan vote: For 98,126,370; Against 12,583,171; Abstain 328,917; Broker non-vote 6,238,370.
• Director elections: all nominees elected; individual "For" votes ranged roughly from 104.2M to 106.9M, with 6,238,370 broker non-votes.
• Auditor ratification: Ernst & Young LLP — For 116,430,634; Against 694,244; Abstain 151,950.
• Say-on-pay advisory vote: For 97,201,197; Against 13,477,256; Abstain 360,005; Broker non-vote 6,238,370.

Why It Matters

• Approval of the 2026 Omnibus Incentive Plan authorizes the company to grant equity and other incentive awards to employees and executives, which can affect executive compensation structure and potential future share dilution.
• Re-election of the board and ratification of Ernst & Young provide continuity in governance and financial oversight.
• The advisory approval of executive compensation indicates shareholder support for Valvoline’s pay practices this year, though the vote shows a meaningful minority opposed, which investors may monitor.