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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 11, 2023
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VALVOLINE INC.
(Exact name of registrant as specified in its charter)
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| 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, KY 40509
(Address of Principal Executive Offices)
(859) 357-7777
(Registrant’s telephone number, including area code)
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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: | | | | | | | | |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
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| 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 |
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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). |
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| | Emerging growth company | ☐ |
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| 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. | ☐ |
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d). On July 11, 2023, the Board of Directors (the “Board”) of Valvoline Inc. (the “Company”) approved the recommendation of the Governance & Nominating Committee of the Board that Patrick Pacious be elected to the Board, effective July 11, 2023. Mr. Pacious will serve on the Board's Compensation Committee.
As a non-employee director, Mr. Pacious 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. The Compensation Committee approved a pro-rated restricted stock unit award for Mr. Pacious with a grant date value of $73,603, which was granted on July 11, 2023. The restricted stock units will become fully vested on July 11, 2024, subject to Mr. Pacious’ continuous service as a member of the Board on such date.
There are no arrangements or understandings between Mr. Pacious and any other person pursuant to which he was elected as a director. There are no transactions or proposed transactions between Mr. Pacious 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 July 12, 2023 announcing the election of Mr. Pacious to the Board is attached as Exhibit 99.1 and is incorporated herein by reference.
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| Item 9.01. | Financial Statements and Exhibits. |
| (d) Exhibits | |
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| Exhibit No. | Description of Exhibit. |
| 99.1 | |
| 104 | Cover Page Interactive Data File |
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.
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| | VALVOLINE INC. |
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| Date: July 12, 2023 | By: | /s/ Julie M. O'Daniel |
| | | Julie M. O'Daniel |
| | | Senior Vice President, Chief Legal Officer and Corporate Secretary |