Valvoline Inc. (NYSE:VVV) Files An 8-K Other Events
Item 8.01
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Other Events.
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release (the news release) announcing that it has filed a
preliminary proxy statement with the Securities and Exchange
Commission (the SEC) for a special meeting of shareholders (the
Special Meeting). A copy of the news release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
proposal by the Companys Board of Directors (the Board) to adopt
amendments to Sections 5.04, 7.02 and 8.01 (collectively, the
Supermajority Voting Provisions) of the Companys Amended and
Restated Articles of Incorporation (the Articles) that currently
require the affirmative vote of the holders of at least 80% of
the voting power of the then outstanding voting stock, voting
together as a single class, to: (i) remove a director from the
Companys Board without cause; (ii) adopt, repeal, alter or amend
any provision of the Companys By-laws; and (iii) amend, alter,
change, or repeal or to adopt any provision inconsistent with
Article V (Board of Directors), Article VI (Shareholders),
Article VII (Adoption, Amendment or Repeal of By-laws) and
Article VIII (Adoption, Amendment or Repeal of Articles) of the
Articles.
vote to approve and adopt amendments to the Articles that will
eliminate the Supermajority Voting Provisions in a step-down
process (such amendments, the Supermajority Voting Amendments).
If approved, the Supermajority Voting Amendments will (i)
immediately reduce the current supermajority voting thresholds
from 80% to 66% for all of the Supermajority Voting Provisions
upon the effectiveness of the amendments to the Articles (the
Amendment Effective Date), which is expected to occur promptly
after the Special Meeting, and (ii) on the third anniversary of
the Amendment Effective Date, reduce the 66% supermajority voting
thresholds to simple majority voting thresholds for all of the
Supermajority Voting Provisions.
will mail it and other relevant documents to its shareholders in
connection with its solicitation of proxies for the Special
Meeting. This Current Report on Form 8-K does not contain all the
information that should be considered concerning the
Supermajority Voting Amendments. It is not intended to provide
the basis for any decision in respect of the Supermajority Voting
Amendments. The Companys shareholders and other interested
persons are advised to read the preliminary proxy statement, any
amendments thereto and the definitive proxy statement when
available in connection with the Companys solicitation of proxies
for the Special Meeting, as these materials will contain
important information about the Company and the Supermajority
Voting Amendments. Shareholders may also obtain copies of the
preliminary proxy statement, the definitive proxy statement when
available and other documents filed by the Company with the SEC,
without charge, at the SECs website at www.sec.gov, or by
contacting the Companys Corporate Secretary by telephone at (859)
357-7777 or by mail at 3499 Blazer Parkway, Lexington, KY 40509.
| Item 9.01 |
Financial Statements and Exhibits.
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| (d) |
Exhibits.
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Exhibit
No.
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Description
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99.1
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News Release dated March 22, 2017
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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 up +0.39 at 23.75 with 789,819 shares trading hands.
