8-K

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): April 21, 2022

__________________________________

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

Lexington, KY 40509

(Address of Principal Executive 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).

	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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b). On April 21, 2022, Stephen F. Kirk announced his decision to retire from the Board of Directors (the “Board”) of Valvoline Inc. (the “Company”), effective as of the close of business on June 30, 2022. The Company is extremely grateful to Mr. Kirk for his service on the Board, and as Chairman from October 2017 through January 2022, and values his leadership guiding the Company’s strategic transformation to a more services-driven business model. Mr. Kirk’s retirement from the Board did not result from any disagreement with the Company.

(d). On April 21, 2022, the Board approved the recommendation of the Governance & Nominating Committee of the Board that Jennifer Slater be elected to the Board, effective July 1, 2022. Ms. Slater will serve on the Board's Compensation and Governance & Nominating Committees.

As a non-employee director, Ms. Slater will be entitled to receive compensation in accordance with the Company's non-employee director compensation program, which provides that non-employee directors shall receive an (i) annual cash retainer in the amount of $100,000, paid quarterly; and (ii) annual equity retainer in the form of restricted stock units with a grant date value of $135,000, pro-rated for less than a full year of service. Based on the date Ms. Slater is expected to join the Board, the Compensation Committee approved a pro-rated restricted stock unit award for Ms. Slater with a grant date value of $77,300, which will be granted on July 1, 2022. The restricted stock units will become fully vested on July 1, 2023, subject to Ms. Slater’s continuous service as a member of the Board on such date.

There are no arrangements or understandings between Ms. Slater and any other person pursuant to which she was elected as a director. There are no transactions or proposed transactions between Ms. Slater and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company on April 27, 2022 announcing the retirement of Mr. Kirk from the Board and the election of Ms. Slater to the Board is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.	Description of Exhibit.
99.1	Press Release, dated April 27, 2022.
104	Cover Page Interactive Data File

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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: April 27, 2022	By:	/s/ Julie M. O'Daniel
		Julie M. O'Daniel
		Senior Vice President, Chief Legal Officer and Corporate Secretary

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EX-99.1

Exhibit 99.1

PRESS RELEASE

Valvoline announces appointment of Jennifer Slater to its Board of Directors and retirement of board member Stephen Kirk

LEXINGTON, Ky., April 27, 2022-Valvoline Inc. (NYSE: VVV) today announced the appointment of Jennifer Slater as an independent director to the company’s Board of Directors, effective July 1, 2022. The company also announced that Stephen Kirk will retire as a member of the Board of Directors, effective June 30, 2022.

With more than 25 years of global multifunctional leadership experience, Ms. Slater, who is currently the Group Vice President and General Manager, Global Original Equipment and Products at Clarios, joins the Valvoline Board with extensive knowledge in the automotive industry - most recently focused on energy storage solutions to meet evolving vehicle electrification needs.

“On behalf of Valvoline’s Board of Directors, I am thrilled to welcome Jennifer to the Board at this exciting time for the Company,” said Richard J. Freeland, Chairman of the Board. “Her expertise with automotive OEMs and advanced vehicle market trends will support Valvoline's positioning in the evolving transportation landscape. There is little doubt that Jennifer will be a great asset for our management team and will provide keen insights for our strategic goals. We look forward to having her diverse perspectives as we continue our transformation.”

On behalf of the Board of Directors, I would also like to express our sincere gratitude and thanks to Steve Kirk who, as our former Chairman of the Board, has been instrumental in leading the Company’s strategic transformation to a more services-driven business model. Valvoline has greatly benefited from Steve’s dedication, strategic thinking and leadership throughout his term on Valvoline’s Board of Directors. We will miss Steve’s collaboration on the Board and wish him all the best in his retirement,” said Freeland.

Valvoline continues to make substantial progress on the previously announced separation of its Global Products and Retail Services business segments and expects to announce further updates when available.

About Valvoline™

Valvoline Inc. (NYSE: VVV) is a global leader in vehicle care powering the future of mobility through innovative services and products for vehicles with electric, hybridand internal combustion powertrains. Established in 1866, the Company introduced the world's first branded motor oil and developed strong brand recognition and customer satisfaction ratings across multiple service and product channels over the years. The Company operates and franchises approximately 1,600 service center locations and is the No. 2 and No. 3 largest chain in the U.S.

and Canada, respectively, by number of stores. With sales in more than 140 countries and territories, Valvoline's solutions are available for every engine and drivetrain, including high-mileage and heavy-duty vehicles, and are offered at more than 80,000 locations worldwide. Creating the next generation of advanced automotive solutions, Valvoline has established itself as the world's leading supplier of battery fluids to electric vehicle manufacturers, offering tailored products to help extend vehicle range and efficiency. To learn more, or to find a Valvoline service center near you, visit www.valvoline.com.

TM Trademark, Valvoline or its subsidiaries, registered in various countries

SM Service mark, Valvoline or its subsidiaries, registered in various countries

FOR FURTHER INFORMATION

Investor Relations

Sean T. Cornett

+1 (859) 357-3155

ir@valvoline.com

Media Relations

Michele Gaither Sparks

+1 (859) 230-8079

michele.sparks@valvoline.com

XML

Cover Page	Apr. 21, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 21, 2022
Entity Registrant Name	VALVOLINE INC
Entity Incorporation, State or Country Code	KY
Entity File Number	001-37884
Entity Tax Identification Number	30-0939371
Entity Address, Address Line One	100 Valvoline Way
Entity Address, City or Town	Lexington
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40509
City Area Code	859
Local Phone Number	357-7777
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	VVV
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001674910
Amendment Flag	false