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Compiled from SEC Form N-PX filings and Valvoline Inc.’s Form 8-K, filed January 29, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of January 28, 2026: 12 items on Valvoline Inc.’s Form 8-K, filed January 29, 2026: 9 elected · 3 approved.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore Valvoline Inc. in the interactive database Compare manager voting policies
These tallies are Valvoline Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed January 29, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Chris Carr | 106,930,276 | 3,890,222 | 217,960 | -- | 6,238,370 | 96% | Elected | — |
| Elect Director: Gerald W. Evans, Jr. | 105,724,194 | 5,056,396 | 257,868 | -- | 6,238,370 | 95% | Elected | — |
| Elect Director: Lori A. Flees | 106,931,791 | 3,902,680 | 203,987 | -- | 6,238,370 | 96% | Elected | — |
| Elect Director: Richard J. Freeland | 104,619,506 | 6,210,396 | 208,556 | -- | 6,238,370 | 94% | Elected | — |
| Elect Director: Carol H. Kruse | 104,618,734 | 6,184,920 | 234,804 | -- | 6,238,370 | 94% | Elected | — |
| Elect Director: Patrick S. Pacious | 106,722,501 | 4,108,399 | 207,558 | -- | 6,238,370 | 96% | Elected | — |
| Elect Director: Jennifer L. Slater | 106,886,650 | 3,945,042 | 206,766 | -- | 6,238,370 | 96% | Elected | — |
| Elect Director: Charles M. Sonsteby | 104,229,915 | 6,600,632 | 207,911 | -- | 6,238,370 | 94% | Elected | — |
| Elect Director: Janet S. Wong | 106,845,036 | 3,996,398 | 197,024 | -- | 6,238,370 | 96% | Elected | — |
| 2. Appointment of Ernst & Young LLP as Valvoline's independent registered public accounting firm for fiscal 2026 | 116,430,634 | 694,244 | 151,950 | -- | 0 | 99.4% | Approved | — |
| 3. Non-binding advisory vote that shareholders vote on Valvoline's executive compensation every year | 97,201,197 | 13,477,256 | 360,005 | -- | 6,238,370 | 88% | Approved | — |
| 4. The Valvoline Inc | 98,126,370 | 12,583,171 | 328,917 | -- | 6,238,370 | 89% | Approved | — |
Source: Valvoline Inc., Form 8-K, filed with the SEC on January 29, 2026 — read the filing on EDGAR.
Each item below shows how the 492 asset managers that disclosed a Valvoline Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 6 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: Election of Nine Directors: Carol H. Kruse
Valvoline Inc.’s own tally for this item (“Elect Director: Carol H. Kruse”): 104,618,734 for, 6,184,920 against, per its Form 8-K filed January 29, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of shareholders at the 2026 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 …”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 115 asset managers below reported 55,391,067 for, 1,641,626 against, 21,186 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,411,413 | 1 | 0 | 0 | For |
| BlackRock | 5,741,943 | 0 | 0 | 0 | For |
| John Hancock | 4,401,881 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 3,575,598 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 2,675,000 | 0 | 0 | 0 | For |
| Fidelity | 1,917,820 | 0 | 0 | 0 | For |
| Charles Schwab | 1,699,478 | 0 | 0 | 0 | For |
| Calvert | 0 | 1,641,625 | 0 | 0 | Against |
| Invesco | 1,557,493 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,460,963 | 0 | 0 | 0 | For |
| Victory Capital | 1,098,440 | 0 | 0 | 0 | For |
| State Street | 1,080,755 | 0 | 0 | 0 | For |
| Royce | 1,030,625 | 0 | 0 | 0 | For |
| Hartford | 1,007,067 | 0 | 0 | 0 | For |
| Natixis | 912,858 | 0 | 0 | 0 | For |
| Dimensional | 905,127 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 850,126 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 506,860 | 0 | 0 | 0 | For |
| Jackson National | 504,689 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 500,910 | 0 | 0 | 0 | For |
| Nationwide | 483,548 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 471,240 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 456,530 | 0 | 0 | 0 | For |
| Principal | 450,221 | 0 | 0 | 0 | For |
| TIAA | 434,197 | 0 | 0 | 0 | For |
Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.
Combines 6 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: Election of Nine Directors: Charles M. Sonsteby
Valvoline Inc.’s own tally for this item (“Elect Director: Charles M. Sonsteby”): 104,229,915 for, 6,600,632 against, per its Form 8-K filed January 29, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of shareholders at the 2026 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 …”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 115 asset managers below reported 55,388,639 for, 1,644,054 against, 21,186 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,409,849 | 1,565 | 0 | 0 | For |
| BlackRock | 5,741,943 | 0 | 0 | 0 | For |
| John Hancock | 4,401,881 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 3,575,598 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 2,675,000 | 0 | 0 | 0 | For |
| Fidelity | 1,917,820 | 0 | 0 | 0 | For |
| Charles Schwab | 1,699,478 | 0 | 0 | 0 | For |
| Calvert | 0 | 1,641,625 | 0 | 0 | Against |
| Invesco | 1,557,493 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,460,963 | 0 | 0 | 0 | For |
| Victory Capital | 1,098,440 | 0 | 0 | 0 | For |
| State Street | 1,080,755 | 0 | 0 | 0 | For |
| Royce | 1,030,625 | 0 | 0 | 0 | For |
| Hartford | 1,007,067 | 0 | 0 | 0 | For |
| Natixis | 912,858 | 0 | 0 | 0 | For |
| Dimensional | 905,127 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 850,126 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 506,860 | 0 | 0 | 0 | For |
| Jackson National | 504,689 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 500,910 | 0 | 0 | 0 | For |
| Nationwide | 483,548 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 471,240 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 456,530 | 0 | 0 | 0 | For |
| Principal | 450,221 | 0 | 0 | 0 | For |
| TIAA | 434,197 | 0 | 0 | 0 | For |
Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.
Combines 5 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: Election of Nine Directors: Chris Carr
Valvoline Inc.’s own tally for this item (“Elect Director: Chris Carr”): 106,930,276 for, 3,890,222 against, per its Form 8-K filed January 29, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of shareholders at the 2026 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 …”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 115 asset managers below reported 57,027,692 for, 5,001 against, 21,186 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,411,413 | 1 | 0 | 0 | For |
| BlackRock | 5,741,943 | 0 | 0 | 0 | For |
| John Hancock | 4,401,881 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 3,575,598 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 2,675,000 | 0 | 0 | 0 | For |
| Fidelity | 1,917,820 | 0 | 0 | 0 | For |
| Charles Schwab | 1,699,478 | 0 | 0 | 0 | For |
| Calvert | 1,641,625 | 0 | 0 | 0 | For |
| Invesco | 1,557,493 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,460,963 | 0 | 0 | 0 | For |
| Victory Capital | 1,098,440 | 0 | 0 | 0 | For |
| State Street | 1,080,755 | 0 | 0 | 0 | For |
| Royce | 1,030,625 | 0 | 0 | 0 | For |
| Hartford | 1,007,067 | 0 | 0 | 0 | For |
| Natixis | 912,858 | 0 | 0 | 0 | For |
| Dimensional | 905,127 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 850,126 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 506,860 | 0 | 0 | 0 | For |
| Jackson National | 504,689 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 500,910 | 0 | 0 | 0 | For |
| Nationwide | 483,548 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 471,240 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 456,530 | 0 | 0 | 0 | For |
| Principal | 450,221 | 0 | 0 | 0 | For |
| TIAA | 434,197 | 0 | 0 | 0 | For |
Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.
Combines 6 wordings of this item as funds reported it.
95% Majority: yes · of votes cast
Description as filed by funds: Election of Nine Directors: Gerald W. Evans, Jr.
Valvoline Inc.’s own tally for this item (“Elect Director: Gerald W. Evans, Jr.”): 105,724,194 for, 5,056,396 against, per its Form 8-K filed January 29, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of shareholders at the 2026 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 …”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 115 asset managers below reported 56,899,975 for, 132,718 against, 21,186 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,411,413 | 1 | 0 | 0 | For |
| BlackRock | 5,741,943 | 0 | 0 | 0 | For |
| John Hancock | 4,401,881 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 3,575,598 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 2,675,000 | 0 | 0 | 0 | For |
| Fidelity | 1,917,820 | 0 | 0 | 0 | For |
| Charles Schwab | 1,699,478 | 0 | 0 | 0 | For |
| Calvert | 1,641,625 | 0 | 0 | 0 | For |
| Invesco | 1,557,493 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,460,963 | 0 | 0 | 0 | For |
| Victory Capital | 1,098,440 | 0 | 0 | 0 | For |
| State Street | 1,080,755 | 0 | 0 | 0 | For |
| Royce | 1,030,625 | 0 | 0 | 0 | For |
| Hartford | 1,007,067 | 0 | 0 | 0 | For |
| Natixis | 912,858 | 0 | 0 | 0 | For |
| Dimensional | 905,127 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 850,126 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 506,860 | 0 | 0 | 0 | For |
| Jackson National | 504,689 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 500,910 | 0 | 0 | 0 | For |
| Nationwide | 483,548 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 471,240 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 456,530 | 0 | 0 | 0 | For |
| Principal | 450,221 | 0 | 0 | 0 | For |
| TIAA | 434,197 | 0 | 0 | 0 | For |
Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.
Combines 6 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: Election of Nine Directors: Janet S. Wong
Valvoline Inc.’s own tally for this item (“Elect Director: Janet S. Wong”): 106,845,036 for, 3,996,398 against, per its Form 8-K filed January 29, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of shareholders at the 2026 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 …”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 115 asset managers below reported 57,027,692 for, 5,001 against, 21,186 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,411,413 | 1 | 0 | 0 | For |
| BlackRock | 5,741,943 | 0 | 0 | 0 | For |
| John Hancock | 4,401,881 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 3,575,598 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 2,675,000 | 0 | 0 | 0 | For |
| Fidelity | 1,917,820 | 0 | 0 | 0 | For |
| Charles Schwab | 1,699,478 | 0 | 0 | 0 | For |
| Calvert | 1,641,625 | 0 | 0 | 0 | For |
| Invesco | 1,557,493 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,460,963 | 0 | 0 | 0 | For |
| Victory Capital | 1,098,440 | 0 | 0 | 0 | For |
| State Street | 1,080,755 | 0 | 0 | 0 | For |
| Royce | 1,030,625 | 0 | 0 | 0 | For |
| Hartford | 1,007,067 | 0 | 0 | 0 | For |
| Natixis | 912,858 | 0 | 0 | 0 | For |
| Dimensional | 905,127 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 850,126 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 506,860 | 0 | 0 | 0 | For |
| Jackson National | 504,689 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 500,910 | 0 | 0 | 0 | For |
| Nationwide | 483,548 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 471,240 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 456,530 | 0 | 0 | 0 | For |
| Principal | 450,221 | 0 | 0 | 0 | For |
| TIAA | 434,197 | 0 | 0 | 0 | For |
Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.
Combines 6 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: Election of Nine Directors: Jennifer L. Slater
Valvoline Inc.’s own tally for this item (“Elect Director: Jennifer L. Slater”): 106,886,650 for, 3,945,042 against, per its Form 8-K filed January 29, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of shareholders at the 2026 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 …”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 115 asset managers below reported 57,032,692 for, 1 against, 21,186 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,411,413 | 1 | 0 | 0 | For |
| BlackRock | 5,741,943 | 0 | 0 | 0 | For |
| John Hancock | 4,401,881 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 3,575,598 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 2,675,000 | 0 | 0 | 0 | For |
| Fidelity | 1,917,820 | 0 | 0 | 0 | For |
| Charles Schwab | 1,699,478 | 0 | 0 | 0 | For |
| Calvert | 1,641,625 | 0 | 0 | 0 | For |
| Invesco | 1,557,493 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,460,963 | 0 | 0 | 0 | For |
| Victory Capital | 1,098,440 | 0 | 0 | 0 | For |
| State Street | 1,080,755 | 0 | 0 | 0 | For |
| Royce | 1,030,625 | 0 | 0 | 0 | For |
| Hartford | 1,007,067 | 0 | 0 | 0 | For |
| Natixis | 912,858 | 0 | 0 | 0 | For |
| Dimensional | 905,127 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 850,126 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 506,860 | 0 | 0 | 0 | For |
| Jackson National | 504,689 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 500,910 | 0 | 0 | 0 | For |
| Nationwide | 483,548 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 471,240 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 456,530 | 0 | 0 | 0 | For |
| Principal | 450,221 | 0 | 0 | 0 | For |
| TIAA | 434,197 | 0 | 0 | 0 | For |
Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.
Combines 6 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: Election of Nine Directors: Lori A. Flees
Valvoline Inc.’s own tally for this item (“Elect Director: Lori A. Flees”): 106,931,791 for, 3,902,680 against, per its Form 8-K filed January 29, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of shareholders at the 2026 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 …”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 115 asset managers below reported 57,032,692 for, 1 against, 21,186 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,411,413 | 1 | 0 | 0 | For |
| BlackRock | 5,741,943 | 0 | 0 | 0 | For |
| John Hancock | 4,401,881 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 3,575,598 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 2,675,000 | 0 | 0 | 0 | For |
| Fidelity | 1,917,820 | 0 | 0 | 0 | For |
| Charles Schwab | 1,699,478 | 0 | 0 | 0 | For |
| Calvert | 1,641,625 | 0 | 0 | 0 | For |
| Invesco | 1,557,493 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,460,963 | 0 | 0 | 0 | For |
| Victory Capital | 1,098,440 | 0 | 0 | 0 | For |
| State Street | 1,080,755 | 0 | 0 | 0 | For |
| Royce | 1,030,625 | 0 | 0 | 0 | For |
| Hartford | 1,007,067 | 0 | 0 | 0 | For |
| Natixis | 912,858 | 0 | 0 | 0 | For |
| Dimensional | 905,127 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 850,126 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 506,860 | 0 | 0 | 0 | For |
| Jackson National | 504,689 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 500,910 | 0 | 0 | 0 | For |
| Nationwide | 483,548 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 471,240 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 456,530 | 0 | 0 | 0 | For |
| Principal | 450,221 | 0 | 0 | 0 | For |
| TIAA | 434,197 | 0 | 0 | 0 | For |
Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.
Combines 6 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: Election of Nine Directors: Patrick S. Pacious
Valvoline Inc.’s own tally for this item (“Elect Director: Patrick S. Pacious”): 106,722,501 for, 4,108,399 against, per its Form 8-K filed January 29, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of shareholders at the 2026 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 …”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 115 asset managers below reported 57,032,692 for, 1 against, 21,186 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,411,413 | 1 | 0 | 0 | For |
| BlackRock | 5,741,943 | 0 | 0 | 0 | For |
| John Hancock | 4,401,881 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 3,575,598 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 2,675,000 | 0 | 0 | 0 | For |
| Fidelity | 1,917,820 | 0 | 0 | 0 | For |
| Charles Schwab | 1,699,478 | 0 | 0 | 0 | For |
| Calvert | 1,641,625 | 0 | 0 | 0 | For |
| Invesco | 1,557,493 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,460,963 | 0 | 0 | 0 | For |
| Victory Capital | 1,098,440 | 0 | 0 | 0 | For |
| State Street | 1,080,755 | 0 | 0 | 0 | For |
| Royce | 1,030,625 | 0 | 0 | 0 | For |
| Hartford | 1,007,067 | 0 | 0 | 0 | For |
| Natixis | 912,858 | 0 | 0 | 0 | For |
| Dimensional | 905,127 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 850,126 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 506,860 | 0 | 0 | 0 | For |
| Jackson National | 504,689 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 500,910 | 0 | 0 | 0 | For |
| Nationwide | 483,548 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 471,240 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 456,530 | 0 | 0 | 0 | For |
| Principal | 450,221 | 0 | 0 | 0 | For |
| TIAA | 434,197 | 0 | 0 | 0 | For |
Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.
Combines 6 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: Election of Nine Directors: Richard J. Freeland
Valvoline Inc.’s own tally for this item (“Elect Director: Richard J. Freeland”): 104,619,506 for, 6,210,396 against, per its Form 8-K filed January 29, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of shareholders at the 2026 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 …”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 115 asset managers below reported 55,388,639 for, 1,644,054 against, 21,186 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,409,849 | 1,565 | 0 | 0 | For |
| BlackRock | 5,741,943 | 0 | 0 | 0 | For |
| John Hancock | 4,401,881 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 3,575,598 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 2,675,000 | 0 | 0 | 0 | For |
| Fidelity | 1,917,820 | 0 | 0 | 0 | For |
| Charles Schwab | 1,699,478 | 0 | 0 | 0 | For |
| Calvert | 0 | 1,641,625 | 0 | 0 | Against |
| Invesco | 1,557,493 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,460,963 | 0 | 0 | 0 | For |
| Victory Capital | 1,098,440 | 0 | 0 | 0 | For |
| State Street | 1,080,755 | 0 | 0 | 0 | For |
| Royce | 1,030,625 | 0 | 0 | 0 | For |
| Hartford | 1,007,067 | 0 | 0 | 0 | For |
| Natixis | 912,858 | 0 | 0 | 0 | For |
| Dimensional | 905,127 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 850,126 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 506,860 | 0 | 0 | 0 | For |
| Jackson National | 504,689 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 500,910 | 0 | 0 | 0 | For |
| Nationwide | 483,548 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 471,240 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 456,530 | 0 | 0 | 0 | For |
| Principal | 450,221 | 0 | 0 | 0 | For |
| TIAA | 434,197 | 0 | 0 | 0 | For |
Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.
Combines 3 wordings of this item as funds reported it.
89% Approved · of votes cast
Description as filed by funds: Approval of the Valvoline Inc. 2026 Omnibus Incentive Plan.
Valvoline Inc.’s own tally for this item (“4. The Valvoline Inc”): 98,126,370 for, 12,583,171 against — passed, per its Form 8-K filed January 29, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 4: The Valvoline Inc. 2026 Omnibus Incentive Plan was approved by the shareholders by the votes set forth in the table below:”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 118 asset managers below reported 53,818,355 for, 3,060,379 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,411,412 | 2 | 0 | 0 | For |
| BlackRock | 5,741,943 | 0 | 0 | 0 | For |
| John Hancock | 4,401,881 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 3,575,598 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 0 | 2,675,000 | 0 | 0 | Against |
| Fidelity | 1,917,820 | 0 | 0 | 0 | For |
| Charles Schwab | 1,699,478 | 0 | 0 | 0 | For |
| Calvert | 1,641,625 | 0 | 0 | 0 | For |
| Invesco | 1,557,493 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,460,963 | 0 | 0 | 0 | For |
| Victory Capital | 1,098,440 | 0 | 0 | 0 | For |
| State Street | 1,080,703 | 52 | 0 | 0 | For |
| Royce | 1,030,625 | 0 | 0 | 0 | For |
| Hartford | 1,007,067 | 0 | 0 | 0 | For |
| Natixis | 912,858 | 0 | 0 | 0 | For |
| Dimensional | 905,127 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 850,126 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 506,860 | 0 | 0 | 0 | For |
| Jackson National | 504,689 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 500,910 | 0 | 0 | 0 | For |
| Nationwide | 483,548 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 471,240 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 456,530 | 0 | 0 | 0 | For |
| Principal | 450,221 | 0 | 0 | 0 | For |
| TIAA | 434,197 | 0 | 0 | 0 | For |
Showing the 25 largest of 118 asset managers. See all 118 in the interactive database.
Combines 9 wordings of this item as funds reported it.
88% Approved · of votes cast
Description as filed by funds: Non-binding Advisory Resolution Approving our Executive Compensation.
Valvoline Inc.’s own tally for this item (“3. Non-binding advisory vote that shareholders vote on Valvoline's executive compensation every year”): 97,201,197 for, 13,477,256 against — passed, per its Form 8-K filed January 29, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 3: The non-binding advisory vote that shareholders vote on Valvoline's executive compensation every year was approved by the shareholders by the votes set forth in the table below:”
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of Valvoline Inc.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (9 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,411,412 | 2 | 0 | 0 | For |
| BlackRock | 5,741,943 | 0 | 0 | 0 | For |
| John Hancock | 4,401,881 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 3,575,598 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 0 | 2,675,000 | 0 | 0 | Against |
| Fidelity | 1,917,820 | 0 | 0 | 0 | For |
| Charles Schwab | 1,699,478 | 0 | 0 | 0 | For |
| Calvert | 0 | 1,641,625 | 0 | 0 | Against |
| Invesco | 1,557,493 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,460,963 | 0 | 0 | 0 | For |
| Victory Capital | 1,098,440 | 0 | 0 | 0 | For |
| State Street | 1,080,755 | 0 | 0 | 0 | For |
| Royce | 1,030,625 | 0 | 0 | 0 | For |
| Hartford | 1,007,067 | 0 | 0 | 0 | For |
| Natixis | 912,858 | 0 | 0 | 0 | For |
| Dimensional | 905,127 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 850,126 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 506,860 | 0 | 0 | 0 | For |
| Jackson National | 504,689 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 500,910 | 0 | 0 | 0 | For |
| Nationwide | 483,548 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 471,240 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 456,530 | 0 | 0 | 0 | For |
| Principal | 450,221 | 0 | 0 | 0 | For |
| TIAA | 434,197 | 0 | 0 | 0 | For |
Fund voting reports, all 112 managers: 52,603,564 for, 4,403,843 against, 21,186 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Boston Partners | 5,966,000 | 0 | 0 | 0 | For |
| WASATCH ADVISORS LP | 5,525,857 | 0 | 0 | 0 | For |
| Wellington | 3,874,320 | 0 | 0 | 0 | For |
| State Street | 3,669,482 | 0 | 0 | 0 | For |
| Alua Capital Management LP | 0 | 3,579,644 | 0 | 0 | Against |
| COOKE & BIELER LP | 3,030,133 | 0 | 0 | 0 | For |
| BlackRock | 2,961,737 | 1,410 | 0 | 0 | For |
| Neuberger Berman | 2,422,331 | 0 | 0 | 0 | For |
| VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P. | 2,407,698 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 2,195,352 | 0 | 0 | 0 | For |
| Tensile Capital Management LP | 2,008,843 | 0 | 0 | 0 | For |
| HAWK RIDGE CAPITAL MANAGEMENT LP | 1,851,467 | 0 | 0 | 0 | For |
| Calvert | 0 | 1,769,433 | 0 | 0 | Against |
| Janus Henderson | 1,728,856 | 0 | 0 | 0 | For |
| Charles Schwab | 1,702,233 | 0 | 0 | 0 | For |
| FIDUCIARY MANAGEMENT INC /WI/ | 0 | 1,647,861 | 0 | 0 | Against |
| Invesco | 1,634,241 | 0 | 0 | 0 | For |
| Victory Capital | 1,463,890 | 0 | 0 | 0 | For |
| SNYDER CAPITAL MANAGEMENT L P | 1,386,438 | 0 | 0 | 0 | For |
| GENEVA CAPITAL MANAGEMENT LLC | 1,287,984 | 0 | 0 | 0 | For |
| Mawer Investment Management Ltd. | 0 | 1,282,040 | 0 | 0 | Against |
| COMMERCE BANK | 1,220,629 | 0 | 0 | 0 | For |
| Vanguard | 958,220 | 0 | 0 | 0 | For |
| BESSEMER INVESTMENT MANAGEMENT LLC | 913,060 | 0 | 0 | 0 | For |
| Fidelity | 905,476 | 0 | 0 | 0 | For |
Institutional-manager reports, all 403 managers: 69,431,061 for, 9,297,090 against, 75,329 abstained, 3,815 not voted. Showing the 25 largest; see all in the interactive database.
Combines 6 wordings of this item as funds reported it.
99.4% Approved · of votes cast
Description as filed by funds: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS VALVOLINE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2026.
Valvoline Inc.’s own tally for this item (“2. Appointment of Ernst & Young LLP as Valvoline's independent registered public accounting firm for fiscal 2026”): 116,430,634 for, 694,244 against — passed, per its Form 8-K filed January 29, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 2: The appointment of Ernst & Young LLP as Valvoline's independent registered public accounting firm for fiscal 2026 was ratified by the shareholders by the votes set forth in the table below:”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 116 asset managers below reported 57,038,759 for, 4,170 against, 21,186 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,411,414 | 0 | 0 | 0 | For |
| BlackRock | 5,741,943 | 0 | 0 | 0 | For |
| John Hancock | 4,401,881 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 3,575,598 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 2,675,000 | 0 | 0 | 0 | For |
| Fidelity | 1,917,820 | 0 | 0 | 0 | For |
| Charles Schwab | 1,699,478 | 0 | 0 | 0 | For |
| Calvert | 1,641,625 | 0 | 0 | 0 | For |
| Invesco | 1,557,493 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,460,963 | 0 | 0 | 0 | For |
| Victory Capital | 1,098,440 | 0 | 0 | 0 | For |
| State Street | 1,080,703 | 52 | 0 | 0 | For |
| Royce | 1,030,625 | 0 | 0 | 0 | For |
| Hartford | 1,007,067 | 0 | 0 | 0 | For |
| Natixis | 912,858 | 0 | 0 | 0 | For |
| Dimensional | 905,127 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 850,126 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 506,860 | 0 | 0 | 0 | For |
| Jackson National | 504,689 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 500,910 | 0 | 0 | 0 | For |
| Nationwide | 483,548 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 471,240 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 456,530 | 0 | 0 | 0 | For |
| Principal | 450,221 | 0 | 0 | 0 | For |
| TIAA | 434,197 | 0 | 0 | 0 | For |
Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 127,200,000 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 12.12% |
| 2 | BlackRock | 4.51% |
| 3 | John Hancock | 3.46% |
| 4 | WASATCH FUNDS TRUST | 2.81% |
| 5 | FMI FUNDS INC | 2.10% |
| 6 | Fidelity | 1.51% |
| 7 | Charles Schwab | 1.34% |
| 8 | Calvert | 1.29% |
| 9 | Invesco | 1.22% |
| 10 | Neuberger Berman | 1.15% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Boston Partners | 4.69% |
| 2 | WASATCH ADVISORS LP | 4.34% |
| 3 | Wellington | 3.05% |
| 4 | State Street | 2.88% |
| 5 | Alua Capital Management LP | 2.81% |
| 6 | COOKE & BIELER LP | 2.38% |
| 7 | BlackRock | 2.33% |
| 8 | Neuberger Berman | 1.90% |
| 9 | VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P. | 1.89% |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.73% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| The Vanguard Group | 10.32% | DEF14A |
| BlackRock, Inc. | 9.64% | DEF14A |
| Boston Partners | 5.19% | 13G |
| Wasatch Advisors LP | 4.78% | 13G |
| Wellington Management | 4.48% | 13F |
| State Street | 3.31% | 13F |
| Morgan Stanley | 2.71% | 13F |
| Invesco | 1.15% | 13F |
| Northern Trust | 0.86% | 13F |
| Mary E. Meixelsperger | 0.16% | DEF14A |
Percentages above are of 127,200,000 shares outstanding, as reported by Valvoline Inc. on its Form 10-Q dated December 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Valvoline Inc.’s 10-Q dated December 31, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At Valvoline Inc.'s shareholder meeting held January 28, 2026, in the 2025-2026 proxy season, 492 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 5,255 separate fund positions. On the most widely held item on that ballot — Non-binding Advisory Resolution Approving our Executive Compensation. — Valvoline Inc.'s filing reports the proposal as approved, with 88% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Valvoline Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on January 29, 2026.
Valvoline Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.