VALVOLINE INC. (NYSE:VVV) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On January 31, 2019, Valvoline Inc. (“Valvoline”) held its Annual Meeting of Shareholders (“Annual Meeting”). At the Annual Meeting, a total of 178,779,396shares of Valvoline Common Stock, representing 95.01% 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 | 158,466,749 | 10,157,367 | 457,170 | 9,698,110 |
| Stephen F. Kirk | 168,354,630 | 283,790 | 442,866 | 9,698,110 |
|
Carol H. Kruse |
168,296,274 | 360,156 | 424,856 | 9,698,110 |
| Stephen E. Macadam | 168,408,329 | 217,405 | 455,552 | 9,698,110 |
| Vada O. Manager | 167,033,866 | 1,585,925 | 461,495 | 9,698,110 |
| Samuel J. Mitchell, Jr. | 168,363,864 | 251,539 | 465,883 | 9,698,110 |
| Charles M. Sonsteby | 168,355,013 | 277,485 | 448,788 | 9,698,110 |
| Mary J. Twinem | 168,114,835 | 534,287 | 432,164 | 9,698,110 |
Proposal 2: The appointment of Ernst & Young LLP as Valvoline’s independent registered public accounting firm for fiscal 2019 was ratified by the shareholders by the votes set forth in the table below:
| For | Against | Abstain | Broker Non-Vote |
| 177,911,366 | 527,034 | 340,996 |
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 |
| 165,393,194 | 2,899,903 | 788,189 | 9,698,110 |
Proposal 4: The Amendment to the 2016 Valvoline Inc. Incentive Plan was approved by shareholders by the votes set forth in the table below:
| For | Against | Abstain | Broker Non-Vote |
| 163,926,156 | 4,381,582 | 773,548 | 9,698,110 |
VALVOLINE INC Exhibit
EX-10.1 2 exhibit101-amended2016.htm AMENDED 2016 VALVOLINE INC. INCENTIVE PLAN DocumentExhibit 10.12016 Valvoline Inc. Incentive Plan,…
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