VALVOLINE INC. (NYSE:VVV) Files An 8-K Submission of Matters to a Vote of Security Holders

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VALVOLINE INC. (NYSE:VVV) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.

On January 31, 2018, Valvoline Inc. (“Valvoline”) held its Annual Meeting of Shareholders (“Annual Meeting”). At the Annual Meeting, a total of 189,857,629 shares of Valvoline Common Stock, representing 94% 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 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

Richard J. Freeland

163,680,953

14,054,419

392,194

11,730,063

Stephen F. Kirk

176,661,369

1,073,914

392,283

11,730,063

Stephen E. Macadam

176,677,429

1,047,714

402,423

11,730,063

Vada O. Manager

175,857,204

1,856,988

413,374

11,730,063

Samuel J. Mitchell, Jr.

176,245,957

1,495,159

386,450

11,730,063

Charles M. Sonsteby

176,594,719

1,106,116

426,731

11,730,063

Mary J. Twinem

177,247,412

487,763

392,391

11,730,063

Proposal 2:The appointment of Ernst & Young LLP as Valvoline’s independent registered public accounting firm for fiscal 2018 was ratified by the shareholders by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Vote

188,961,453

436,259

459,917

Proposal 3:The non-binding advisory resolution approving the compensation paid to Valvoline’s named executive officers, as disclosed in Valvoline’s Proxy Statement 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

169,007,615

8,346,741

773,210

11,730,063

Proposal 4:The Valvoline Inc. Employee Stock Purchase Plan was approved by shareholders by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Vote

176,856,290

924,015

347,261

11,730,063


VALVOLINE INC Exhibit
EX-10.1 2 ss78479_ex1001.htm VALVOLINE INC. EMPLOYEE STOCK PURCHASE PLAN   Exhibit 10.1 VALVOLINE INC. EMPLOYEE STOCK PURCHASE PLAN   1.    Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company’s intends for the Plan to qualify as an “employee stock purchase plan” under Section 423 of the Code. Accordingly,…
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