VALVOLINE INC. (NYSE:VVV) Files An 8-K Changes in Control of Registrant
Item 5.01. Changes in Control of Registrant.
Valvoline Inc. (the Company) today announced that on May 12, 2017
Ashland Global Holdings Inc. (Ashland) completed the previously
announced distribution of 170,000,000 shares of common stock of
Valvoline as a pro rata dividend on shares of Ashland common
stock outstanding at the close of business on the record date of
May 5, 2017 (the Final Distribution). Based on the shares of
Ashland common stock outstanding as of May 5, 2017, the record
date for the distribution, each share of Ashland common stock
received 2.745338 shares of Valvoline common stock in the
distribution.
Ashland Global Holdings Inc. (Ashland) completed the previously
announced distribution of 170,000,000 shares of common stock of
Valvoline as a pro rata dividend on shares of Ashland common
stock outstanding at the close of business on the record date of
May 5, 2017 (the Final Distribution). Based on the shares of
Ashland common stock outstanding as of May 5, 2017, the record
date for the distribution, each share of Ashland common stock
received 2.745338 shares of Valvoline common stock in the
distribution.
Immediately prior to the distribution, Ashland owned 170,000,000
shares of Valvoline common stock, representing approximately 83%
of the outstanding shares of Valvoline common stock. Effective
upon the distribution, Ashland no longer owns any shares of
Valvoline common stock.
shares of Valvoline common stock, representing approximately 83%
of the outstanding shares of Valvoline common stock. Effective
upon the distribution, Ashland no longer owns any shares of
Valvoline common stock.
A copy of the news release is attached as Exhibit 99.1.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On May 12, 2017, in connection with the Final Distribution, the
Company entered into a new change in control agreement with
Samuel J. Mitchell, Jr., the Companys Chief Executive Officer
(the CEO Change in Control Agreement). The CEO Change in
Control Agreement replaces Mr. Mitchells prior change in
control agreement entered into with Ashland Inc., dated October
12, 2015. The CEO Change in Control Agreement has a two-year
term and will automatically renew for successive one-year
periods on the first day of each month, unless either party
provides 15 days prior written notice, in which case the
agreement will terminate at the end of the next succeeding
one-year period. The term of the agreement will automatically
continue for a period of two years in the event of a change in
control of the Company.
Company entered into a new change in control agreement with
Samuel J. Mitchell, Jr., the Companys Chief Executive Officer
(the CEO Change in Control Agreement). The CEO Change in
Control Agreement replaces Mr. Mitchells prior change in
control agreement entered into with Ashland Inc., dated October
12, 2015. The CEO Change in Control Agreement has a two-year
term and will automatically renew for successive one-year
periods on the first day of each month, unless either party
provides 15 days prior written notice, in which case the
agreement will terminate at the end of the next succeeding
one-year period. The term of the agreement will automatically
continue for a period of two years in the event of a change in
control of the Company.
to the CEO Change in Control Agreement, if Mr. Mitchells
employment is terminated without cause or he resigns for good
reason within the two-year period following a change in control
of the Company, then he will be entitled to receive: (1)
severance in an aggregate amount equal to three times the sum
of his highest annual base compensation and highest target
annual incentive compensation opportunity in respect of the
three fiscal years preceding the fiscal year in which the
termination occurs; (2) continued participation in the Companys
medical, dental and group life plans through December 31 of the
third calendar year following the calendar year in which the
termination occurs; and (3) outplacement services and financial
planning services for one year after the termination. In
addition, Mr. Mitchell will be entitled to full payment in cash
of any outstanding performance units, based on target level
performance, a prorated payment of his annual incentive
compensation for the fiscal year in which the termination
occurs, based on target level performance, and accelerated
vesting of all outstanding stock options, stock appreciation
rights, restricted shares and restricted stock units. The CEO
Change in Control Agreement requires Mr. Mitchell to comply
with certain restrictive covenants following the termination of
his employment without cause or his resignation for good
reason.
employment is terminated without cause or he resigns for good
reason within the two-year period following a change in control
of the Company, then he will be entitled to receive: (1)
severance in an aggregate amount equal to three times the sum
of his highest annual base compensation and highest target
annual incentive compensation opportunity in respect of the
three fiscal years preceding the fiscal year in which the
termination occurs; (2) continued participation in the Companys
medical, dental and group life plans through December 31 of the
third calendar year following the calendar year in which the
termination occurs; and (3) outplacement services and financial
planning services for one year after the termination. In
addition, Mr. Mitchell will be entitled to full payment in cash
of any outstanding performance units, based on target level
performance, a prorated payment of his annual incentive
compensation for the fiscal year in which the termination
occurs, based on target level performance, and accelerated
vesting of all outstanding stock options, stock appreciation
rights, restricted shares and restricted stock units. The CEO
Change in Control Agreement requires Mr. Mitchell to comply
with certain restrictive covenants following the termination of
his employment without cause or his resignation for good
reason.
On May 12, 2017, in connection with the Final Distribution, the
Company also adopted a form of change in control agreement for
its executive officers other than Mr. Mitchell (the Executive
Officer Change in Control Agreement), and entered into
agreements substantially consistent with the terms of the
Executive Officer Change in Control Agreement with each of Mary
E. Meixelsperger, Thomas A. Gerrald II, Frances E. Lockwood,
Heidi J. Matheys, Craig A. Moughler, Julie M. ODaniel, Anthony
R. Puckett, Sara K. Strensrud, and Victor T. Rios.
Company also adopted a form of change in control agreement for
its executive officers other than Mr. Mitchell (the Executive
Officer Change in Control Agreement), and entered into
agreements substantially consistent with the terms of the
Executive Officer Change in Control Agreement with each of Mary
E. Meixelsperger, Thomas A. Gerrald II, Frances E. Lockwood,
Heidi J. Matheys, Craig A. Moughler, Julie M. ODaniel, Anthony
R. Puckett, Sara K. Strensrud, and Victor T. Rios.
The Executive Officer Change in Control Agreement has a
two-year term and will automatically renew for a successive
one-year period at the end of its initial two-year term unless
either party provides 15 days advance written notice.
Thereafter the term of the agreement will automatically renew
for successive one-year periods on the first day of each month,
unless either party provides 15 days prior written notice, in
which case the agreement will terminate at the end of the next
succeeding one-year period. The term of the agreement will
automatically continue for a period of two years in the event
of a change in control of the Company.
two-year term and will automatically renew for a successive
one-year period at the end of its initial two-year term unless
either party provides 15 days advance written notice.
Thereafter the term of the agreement will automatically renew
for successive one-year periods on the first day of each month,
unless either party provides 15 days prior written notice, in
which case the agreement will terminate at the end of the next
succeeding one-year period. The term of the agreement will
automatically continue for a period of two years in the event
of a change in control of the Company.
to the Executive Officer Change in Control Agreement, if the
applicable executive officer is terminated without cause or he
or she resigns for good reason within the six-month period
prior to, or within the two-year period following, a change in
control of the Company, then the executive officer will be
entitled to receive: (1) severance in an aggregate amount equal
to two times the sum of the executive officers annual base
compensation and target annual incentive compensation
opportunity as in effect as of the termination (or as in effect
as of the change in control of the Company, if greater); (2)
continued participation in the Companys medical, dental and
group life plans during the two-year period immediately
following the termination; and (3) outplacement services and
financial planning services for one year after the termination.
In addition, the executive officers will be entitled to full
payment in cash of any outstanding performance units, based on
target level performance, a prorated payment of their annual
incentive compensation for the fiscal year in which the
termination occurs, based on target level performance, and
accelerated vesting of all outstanding stock options, stock
appreciation rights, restricted shares and restricted stock
units. The foregoing severance payments and benefits are
subject to the executive officers execution of a release of
claims against the Company. The Executive Officer Change in
Control Agreements require the executive officers to comply
with certain restrictive covenants following a termination of
employment for any reason.
applicable executive officer is terminated without cause or he
or she resigns for good reason within the six-month period
prior to, or within the two-year period following, a change in
control of the Company, then the executive officer will be
entitled to receive: (1) severance in an aggregate amount equal
to two times the sum of the executive officers annual base
compensation and target annual incentive compensation
opportunity as in effect as of the termination (or as in effect
as of the change in control of the Company, if greater); (2)
continued participation in the Companys medical, dental and
group life plans during the two-year period immediately
following the termination; and (3) outplacement services and
financial planning services for one year after the termination.
In addition, the executive officers will be entitled to full
payment in cash of any outstanding performance units, based on
target level performance, a prorated payment of their annual
incentive compensation for the fiscal year in which the
termination occurs, based on target level performance, and
accelerated vesting of all outstanding stock options, stock
appreciation rights, restricted shares and restricted stock
units. The foregoing severance payments and benefits are
subject to the executive officers execution of a release of
claims against the Company. The Executive Officer Change in
Control Agreements require the executive officers to comply
with certain restrictive covenants following a termination of
employment for any reason.
On May 12, 2017, in connection with the Final Distribution, the
Company also adopted the Valvoline Change in Control Severance
Plan which provides for the same severance payments and
benefits as the Executive Officer Change in Control Agreements
in the event a participant is terminated without cause or the
participant resigns for good reason within the six-month period
prior to, or within the two-year period following, a change in
control of the Company. No employee may participate in the plan
unless and until the board of directors of the Company or a
committee thereof designates the employee a participant and the
employee enters into a participation agreement. No employees
participate in the Valvoline Change in Control Severance Plan
as of the date of this report.
Company also adopted the Valvoline Change in Control Severance
Plan which provides for the same severance payments and
benefits as the Executive Officer Change in Control Agreements
in the event a participant is terminated without cause or the
participant resigns for good reason within the six-month period
prior to, or within the two-year period following, a change in
control of the Company. No employee may participate in the plan
unless and until the board of directors of the Company or a
committee thereof designates the employee a participant and the
employee enters into a participation agreement. No employees
participate in the Valvoline Change in Control Severance Plan
as of the date of this report.
On May 12, 2017, in connection with the Final Distribution, the
Company also adopted the Valvoline Severance Pay Plan which
provides certain employees, including Mr. Mitchell and the
Companys other executive officers, with certain severance
payments and benefits in the event of a termination of
employment without cause or a resignation for good reason under
certain circumstances outside the context of a change in
control of the Company. Mr. Mitchell is entitled to 104 weeks
of base pay and continued benefits coverage under the plan, in
addition to a prorated annual incentive payment based on actual
performance through the end of the performance period and up to
$25,000 of outplacement services. The Companys other executive
officers are entitled to 78 weeks of base pay and continued
benefits coverage under the plan, in addition to a prorated
annual incentive payment based on actual performance through
the end of the performance period and up to $15,000 of
outplacement services.
Company also adopted the Valvoline Severance Pay Plan which
provides certain employees, including Mr. Mitchell and the
Companys other executive officers, with certain severance
payments and benefits in the event of a termination of
employment without cause or a resignation for good reason under
certain circumstances outside the context of a change in
control of the Company. Mr. Mitchell is entitled to 104 weeks
of base pay and continued benefits coverage under the plan, in
addition to a prorated annual incentive payment based on actual
performance through the end of the performance period and up to
$25,000 of outplacement services. The Companys other executive
officers are entitled to 78 weeks of base pay and continued
benefits coverage under the plan, in addition to a prorated
annual incentive payment based on actual performance through
the end of the performance period and up to $15,000 of
outplacement services.
On May 12, 2017, in connection with the Final Distribution, the
Company also adopted form Performance Unit, Stock Appreciation
Right, Restricted Stock Unit and Cash-Settled Restricted Stock
Unit award agreements for awards granted under the 2016
Valvoline Inc. Incentive Plan.
Company also adopted form Performance Unit, Stock Appreciation
Right, Restricted Stock Unit and Cash-Settled Restricted Stock
Unit award agreements for awards granted under the 2016
Valvoline Inc. Incentive Plan.
The foregoing description of the forms of CEO Change in Control
Agreement and Executive Officer Change in Control Agreement,
the Valvoline Change in Control Severance Plan, the Valvoline
Severance Pay Plan and the forms of award agreements is not
complete and is qualified in its entirety by reference to the
complete forms of CEO Change in Control Agreement and Executive
Officer Change in Control Agreement, the Valvoline Change in
Control Plan, the Valvoline Severance Pay Plan and the forms of
award agreements attached as Exhibits 10.1 through 10.8 and
incorporated by reference herein.
Agreement and Executive Officer Change in Control Agreement,
the Valvoline Change in Control Severance Plan, the Valvoline
Severance Pay Plan and the forms of award agreements is not
complete and is qualified in its entirety by reference to the
complete forms of CEO Change in Control Agreement and Executive
Officer Change in Control Agreement, the Valvoline Change in
Control Plan, the Valvoline Severance Pay Plan and the forms of
award agreements attached as Exhibits 10.1 through 10.8 and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
|
Exhibit No.
|
Description
|
|
10.1
|
Form of CEO Change in Control Agreement
|
|
10.2
|
Form of Executive Officer Change in Control Agreement
|
|
10.3
|
Valvoline Change in Control Severance Plan
|
|
10.4
|
Valvoline Severance Pay Plan
|
|
10.5
|
Form of Performance Unit Award Agreement
|
|
10.6
|
Form of Stock Appreciation Right Award Agreement
|
|
10.7
|
Form of Restricted Stock Unit Agreement
|
|
10.8
|
Form of Restricted Stock Unit Agreement (Cash-Settled)
|
| 99.1 | News Release dated May 15, 2017 |
About VALVOLINE INC. (NYSE:VVV)
Valvoline Inc. (Valvoline) is engaged in the production and distribution of automotive, commercial and industrial lubricants, and automotive chemicals. The Company operates through three segments: Core North America, Quick Lubes and International. The Core North America segment sells Valvoline, and other branded and private label products in the United States and Canada to both consumers performing their own automotive maintenance, referred to as Do-It-Yourself (DIY) consumers, as well as, to installer customers using Valvoline products to service vehicles owned by Do-It-For-Me (DIFM) consumers. Its Quick Lubes segment services the passenger car and light truck quick lube market through platforms, including its franchised Valvoline Instant Oil Change (VIOC) stores and Express Care. Its International segment sells Valvoline and other branded products through its affiliates, joint ventures, licensees and independent distributors. Its products include All Climate, DuraBlend and MaxLife. VALVOLINE INC. (NYSE:VVV) Recent Trading Information
VALVOLINE INC. (NYSE:VVV) closed its last trading session 00.00 at 22.65 with 1,182,744 shares trading hands.
