UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

___________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January ~~November 19~~28, ~~2024~~2025

__________________________________

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

___________________________________

Kentucky

001-37884

30-0939371

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

100 Valvoline Way, Suite 100

Lexington, ~~Kentucky~~KY 40509

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices)

(859) 357-7777

(Registrant’s telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

VVV

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Emerging growth company

☐

Common stock, par value $0.01 per share

VVV

New York Stock Exchange

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐


Item 5.07.			Submission of Matters to a Vote of Security Holders.

~~Item~~On 2January 28, 2025, Valvoline Inc.02 (“Valvoline”) held its Annual Meeting of Shareholders (“2025 Annual Meeting”). ~~Results~~At the 2025 Annual Meeting, a total of ~~Operations~~119,205,736 shares of Valvoline common stock, representing 93% of the shares outstanding and ~~Financial~~eligible ~~Condition~~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 2025 Annual Meeting are as follows:

OnProposal ~~November 19,~~1: ~~2024,~~All ~~Valvoline~~of ~~Inc.~~the ~~(“Valvoline”)~~nominees ~~issued~~for adirector ~~press~~were ~~release~~elected ~~("Press~~to ~~Release")~~serve ~~announcing~~a ~~its~~one-year ~~financial~~term ~~results~~until ~~for~~ the ~~fourth~~following ~~quarter~~annual ~~and~~meeting ~~fiscal year ended September 30, 2024. A copy~~ of Valvoline'’s ~~Press~~shareholders ~~Release~~and isuntil ~~attached~~their tosuccessors ~~this~~have ~~Current~~been ~~Report~~duly onelected ~~Form~~and ~~8-K (“Form 8-K”) as Exhibit 99.1~~qualified, ~~which~~by isthe ~~incorporated~~votes byset ~~reference~~forth ~~into~~in ~~this~~the ~~Item 2.02.~~table below:

Item 7.01. Regulation FD Disclosure


Nominees	For	Against	Abstain	Broker Non-Vote
Gerald W. Evans, Jr.	110,953,513	694,863	217,436	7,339,924
Lori A. Flees	111,352,738	332,539	180,535	7,339,924
Richard J. Freeland	110,663,288	998,652	203,872	7,339,924
Carol H. Kruse	111,088,619	594,775	182,418	7,339,924
Vada O. Manager	110,668,434	1,015,543	181,835	7,339,924
Patrick S. Pacious	111,115,577	509,427	240,808	7,339,924
Jennifer L. Slater	111,151,412	533,092	181,308	7,339,924
Charles M. Sonsteby	111,165,618	516,474	183,720	7,339,924
Mary J. Twinem	111,235,231	445,916	184,665	7,339,924

OnProposal ~~November 19,~~2: ~~2024,~~The ~~Valvoline~~appointment ~~will~~of ~~make~~Ernst ~~the~~& ~~Press~~Young ~~Release~~LLP ~~available~~as onValvoline’s ~~its~~independent ~~website~~registered ~~located~~public ataccounting ~~http://investors.valvoline.com. On~~firm ~~November 19,~~for ~~2024,~~fiscal ~~Valvoline~~2025 ~~will~~was ~~make~~ratified ~~available~~by athe ~~webcast~~shareholders ~~and~~by ~~slide presentation relating to~~ the ~~Press~~votes ~~Release~~set onforth ~~Valvoline's~~in ~~website~~the ~~located~~table ~~at http~~below:~~//investors.valvoline.com.~~

Item 9.01.

Financial Statements and Exhibits

For

Against

Abstain

Broker Non-Vote

(d)

Exhibits

118,106,386

937,676

161,674

99.1

Press Release dated November 19, 2024.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

InProposal ~~connection~~3: ~~with~~The ~~the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8~~non-K,binding ~~including~~advisory ~~Exhibit~~vote ~~99.1~~that ~~attached~~shareholders ~~hereto,~~vote ison ~~being~~Valvoline’s ~~furnished~~executive ~~and~~compensation ~~shall~~every ~~not~~year bewas ~~deemed~~approved ~~“filed”~~by ~~for purposes of Section 18 of~~ the ~~Securities~~shareholders ~~Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including Exhibit 99.1, shall not be incorporated~~ by ~~reference into any filing under~~ the ~~Securities~~votes ~~Act~~set offorth ~~1933, as amended, or the Exchange Act, regardless of any incorporation by reference language~~ in ~~any such filing. This Form 8-K will not be deemed an admission as to~~ the ~~materiality~~table ~~of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.~~below:


For	Against	Abstain	Broker Non-Vote
102,295,613	9,218,255	351,944	7,339,924

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VALVOLINE INC.
Date: November 19, 2024	By:	/s/ Mary E. Meixelsperger
Date: January 30, 2025	By:	/s/ Julie M. O'Daniel
		Mary E. Meixelsperger
		Julie M. O'Daniel
		Chief Financial Officer
		Senior Vice President, Chief Legal Officer and Corporate Secretary

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