---
schema_version: "secwatch.filing_event.v1"
accession: "0001674910-23-000025"
form_type: "8-K"
ticker: "VVV"
cik: "0001674910"
company_name: "VALVOLINE INC"
filed_at: "2023-02-01T23:59:59+00:00"
generated_at: "2026-06-20T03:52:49.866307+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Valvoline shareholders elect all eight director nominees, ratify Ernst & Young at 2023 annual meeting

## Summary
- All director nominees elected with at least 148.9M votes for each; Gerald W. Evans Jr. received 149.1M for.
- Ratification of Ernst & Young as independent auditor for FY2023: 159.3M for, 1.1M against.
- Non-binding advisory 'say on pay' approved: 147.4M for, 3.3M against.
- Advisory vote on frequency of executive compensation votes: 145.2M voted for every 1 year.
- Quorum of 160.7M shares (92.1%) represented at meeting.

## SEC filing metadata
- accession: 0001674910-23-000025
- form_type: 8-K
- ticker: VVV
- cik: 0001674910
- company_name: VALVOLINE INC
- filed_at: 2023-02-01T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1674910/000167491023000025/0001674910-23-000025-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1674910/000167491023000025/vvv-20230126.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001674910-23-000025
- JSON: https://secwatch.observer/filing/0001674910-23-000025.json
- Plain text: https://secwatch.observer/filing/0001674910-23-000025.txt

## Key facts
- Shareholder Votes
  VALVOLINE INC shareholders approved Non-binding advisory vote on the frequency of future advisory votes on executive compensation at the 2023-01-26 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-01-26
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1674910/000167491023000025/0001674910-23-000025-index.htm
- Shareholder Votes
  VALVOLINE INC shareholders approved Election of Directors at the 2023-01-26 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-01-26
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1674910/000167491023000025/0001674910-23-000025-index.htm
- Shareholder Votes
  VALVOLINE INC shareholders approved Non-binding advisory resolution approving the compensation paid to named executive officers at the 2023-01-26 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-01-26
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1674910/000167491023000025/0001674910-23-000025-index.htm
- Shareholder Votes
  VALVOLINE INC shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal 2023 at the 2023-01-26 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-01-26
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1674910/000167491023000025/0001674910-23-000025-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.