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Valvoline Inc. 2025-2026 Proxy Voting Records

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.

  • 12Ballot items
  • 492Asset managers
  • 5,255Fund votes
  • January 28, 2026Meeting date

Results at a glance

Meeting of January 28, 2026: 12 items on Valvoline Inc.’s Form 8-K, filed January 29, 2026: 9 elected · 3 approved.

Material dissent

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

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Valvoline Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Valvoline Inc.

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.

Valvoline Inc. — official shareholder meeting results, meeting held January 28, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Chris Carr 106,930,2763,890,222217,960 --6,238,370 96%Elected—
Elect Director: Gerald W. Evans, Jr. 105,724,1945,056,396257,868 --6,238,370 95%Elected—
Elect Director: Lori A. Flees 106,931,7913,902,680203,987 --6,238,370 96%Elected—
Elect Director: Richard J. Freeland 104,619,5066,210,396208,556 --6,238,370 94%Elected—
Elect Director: Carol H. Kruse 104,618,7346,184,920234,804 --6,238,370 94%Elected—
Elect Director: Patrick S. Pacious 106,722,5014,108,399207,558 --6,238,370 96%Elected—
Elect Director: Jennifer L. Slater 106,886,6503,945,042206,766 --6,238,370 96%Elected—
Elect Director: Charles M. Sonsteby 104,229,9156,600,632207,911 --6,238,370 94%Elected—
Elect Director: Janet S. Wong 106,845,0363,996,398197,024 --6,238,370 96%Elected—
2. Appointment of Ernst & Young LLP as Valvoline's independent registered public accounting firm for fiscal 2026 116,430,634694,244151,950 --0 99.4%Approved—
3. Non-binding advisory vote that shareholders vote on Valvoline's executive compensation every year 97,201,19713,477,256360,005 --6,238,370 88%Approved—
4. The Valvoline Inc 98,126,37012,583,171328,917 --6,238,370 89%Approved—

Source: Valvoline Inc., Form 8-K, filed with the SEC on January 29, 2026 — read the filing on EDGAR.

How asset managers voted at the Valvoline Inc. 2025-2026 meeting

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.

1. Elect Director: Carol H. Kruse

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 104,618,734AGAINST: 6,184,920
Details: description as filed, official tally, votes by 115 asset managers

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.

FOR
FOR: 55,391,067AGAINST: 1,641,626ABSTAIN: 21,186
Largest asset managers voting on “Election of Nine Directors: Carol H. Kruse” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,411,4131 00For
BlackRock5,741,9430 00For
John Hancock4,401,8810 00For
WASATCH FUNDS TRUST3,575,5980 00For
FMI FUNDS INC2,675,0000 00For
Fidelity1,917,8200 00For
Charles Schwab1,699,4780 00For
Calvert01,641,625 00Against
Invesco1,557,4930 00For
Neuberger Berman1,460,9630 00For
Victory Capital1,098,4400 00For
State Street1,080,7550 00For
Royce1,030,6250 00For
Hartford1,007,0670 00For
Natixis912,8580 00For
Dimensional905,1270 00For
JANUS INVESTMENT FUND850,1260 00For
Advisors' Inner Circle Fund II506,8600 00For
Jackson National504,6890 00For
Bridge Builder Trust500,9100 00For
Nationwide483,5480 00For
TRUST FOR PROFESSIONAL MANAGERS471,2400 00For
OLD WESTBURY FUNDS INC456,5300 00For
Principal450,2210 00For
TIAA434,1970 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

2. Elect Director: Charles M. Sonsteby

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 104,229,915AGAINST: 6,600,632
Details: description as filed, official tally, votes by 115 asset managers

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.

FOR
FOR: 55,388,639AGAINST: 1,644,054ABSTAIN: 21,186
Largest asset managers voting on “Election of Nine Directors: Charles M. Sonsteby” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,409,8491,565 00For
BlackRock5,741,9430 00For
John Hancock4,401,8810 00For
WASATCH FUNDS TRUST3,575,5980 00For
FMI FUNDS INC2,675,0000 00For
Fidelity1,917,8200 00For
Charles Schwab1,699,4780 00For
Calvert01,641,625 00Against
Invesco1,557,4930 00For
Neuberger Berman1,460,9630 00For
Victory Capital1,098,4400 00For
State Street1,080,7550 00For
Royce1,030,6250 00For
Hartford1,007,0670 00For
Natixis912,8580 00For
Dimensional905,1270 00For
JANUS INVESTMENT FUND850,1260 00For
Advisors' Inner Circle Fund II506,8600 00For
Jackson National504,6890 00For
Bridge Builder Trust500,9100 00For
Nationwide483,5480 00For
TRUST FOR PROFESSIONAL MANAGERS471,2400 00For
OLD WESTBURY FUNDS INC456,5300 00For
Principal450,2210 00For
TIAA434,1970 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

3. Elect Director: Chris Carr

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 106,930,276AGAINST: 3,890,222
Details: description as filed, official tally, votes by 115 asset managers

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.

FOR
FOR: 57,027,692AGAINST: 5,001ABSTAIN: 21,186
Largest asset managers voting on “Election of Nine Directors: Chris Carr” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,411,4131 00For
BlackRock5,741,9430 00For
John Hancock4,401,8810 00For
WASATCH FUNDS TRUST3,575,5980 00For
FMI FUNDS INC2,675,0000 00For
Fidelity1,917,8200 00For
Charles Schwab1,699,4780 00For
Calvert1,641,6250 00For
Invesco1,557,4930 00For
Neuberger Berman1,460,9630 00For
Victory Capital1,098,4400 00For
State Street1,080,7550 00For
Royce1,030,6250 00For
Hartford1,007,0670 00For
Natixis912,8580 00For
Dimensional905,1270 00For
JANUS INVESTMENT FUND850,1260 00For
Advisors' Inner Circle Fund II506,8600 00For
Jackson National504,6890 00For
Bridge Builder Trust500,9100 00For
Nationwide483,5480 00For
TRUST FOR PROFESSIONAL MANAGERS471,2400 00For
OLD WESTBURY FUNDS INC456,5300 00For
Principal450,2210 00For
TIAA434,1970 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

4. Elect Director: Gerald W. Evans, Jr.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 105,724,194AGAINST: 5,056,396
Details: description as filed, official tally, votes by 115 asset managers

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.

FOR
FOR: 56,899,975AGAINST: 132,718ABSTAIN: 21,186
Largest asset managers voting on “Election of Nine Directors: Gerald W. Evans, Jr.” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,411,4131 00For
BlackRock5,741,9430 00For
John Hancock4,401,8810 00For
WASATCH FUNDS TRUST3,575,5980 00For
FMI FUNDS INC2,675,0000 00For
Fidelity1,917,8200 00For
Charles Schwab1,699,4780 00For
Calvert1,641,6250 00For
Invesco1,557,4930 00For
Neuberger Berman1,460,9630 00For
Victory Capital1,098,4400 00For
State Street1,080,7550 00For
Royce1,030,6250 00For
Hartford1,007,0670 00For
Natixis912,8580 00For
Dimensional905,1270 00For
JANUS INVESTMENT FUND850,1260 00For
Advisors' Inner Circle Fund II506,8600 00For
Jackson National504,6890 00For
Bridge Builder Trust500,9100 00For
Nationwide483,5480 00For
TRUST FOR PROFESSIONAL MANAGERS471,2400 00For
OLD WESTBURY FUNDS INC456,5300 00For
Principal450,2210 00For
TIAA434,1970 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

5. Elect Director: Janet S. Wong

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 106,845,036AGAINST: 3,996,398
Details: description as filed, official tally, votes by 115 asset managers

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.

FOR
FOR: 57,027,692AGAINST: 5,001ABSTAIN: 21,186
Largest asset managers voting on “Election of Nine Directors: Janet S. Wong” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,411,4131 00For
BlackRock5,741,9430 00For
John Hancock4,401,8810 00For
WASATCH FUNDS TRUST3,575,5980 00For
FMI FUNDS INC2,675,0000 00For
Fidelity1,917,8200 00For
Charles Schwab1,699,4780 00For
Calvert1,641,6250 00For
Invesco1,557,4930 00For
Neuberger Berman1,460,9630 00For
Victory Capital1,098,4400 00For
State Street1,080,7550 00For
Royce1,030,6250 00For
Hartford1,007,0670 00For
Natixis912,8580 00For
Dimensional905,1270 00For
JANUS INVESTMENT FUND850,1260 00For
Advisors' Inner Circle Fund II506,8600 00For
Jackson National504,6890 00For
Bridge Builder Trust500,9100 00For
Nationwide483,5480 00For
TRUST FOR PROFESSIONAL MANAGERS471,2400 00For
OLD WESTBURY FUNDS INC456,5300 00For
Principal450,2210 00For
TIAA434,1970 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

6. Elect Director: Jennifer L. Slater

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 106,886,650AGAINST: 3,945,042
Details: description as filed, official tally, votes by 115 asset managers

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.

FOR
FOR: 57,032,692AGAINST: 1ABSTAIN: 21,186
Largest asset managers voting on “Election of Nine Directors: Jennifer L. Slater” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,411,4131 00For
BlackRock5,741,9430 00For
John Hancock4,401,8810 00For
WASATCH FUNDS TRUST3,575,5980 00For
FMI FUNDS INC2,675,0000 00For
Fidelity1,917,8200 00For
Charles Schwab1,699,4780 00For
Calvert1,641,6250 00For
Invesco1,557,4930 00For
Neuberger Berman1,460,9630 00For
Victory Capital1,098,4400 00For
State Street1,080,7550 00For
Royce1,030,6250 00For
Hartford1,007,0670 00For
Natixis912,8580 00For
Dimensional905,1270 00For
JANUS INVESTMENT FUND850,1260 00For
Advisors' Inner Circle Fund II506,8600 00For
Jackson National504,6890 00For
Bridge Builder Trust500,9100 00For
Nationwide483,5480 00For
TRUST FOR PROFESSIONAL MANAGERS471,2400 00For
OLD WESTBURY FUNDS INC456,5300 00For
Principal450,2210 00For
TIAA434,1970 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

7. Elect Director: Lori A. Flees

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 106,931,791AGAINST: 3,902,680
Details: description as filed, official tally, votes by 115 asset managers

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.

FOR
FOR: 57,032,692AGAINST: 1ABSTAIN: 21,186
Largest asset managers voting on “Election of Nine Directors: Lori A. Flees” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,411,4131 00For
BlackRock5,741,9430 00For
John Hancock4,401,8810 00For
WASATCH FUNDS TRUST3,575,5980 00For
FMI FUNDS INC2,675,0000 00For
Fidelity1,917,8200 00For
Charles Schwab1,699,4780 00For
Calvert1,641,6250 00For
Invesco1,557,4930 00For
Neuberger Berman1,460,9630 00For
Victory Capital1,098,4400 00For
State Street1,080,7550 00For
Royce1,030,6250 00For
Hartford1,007,0670 00For
Natixis912,8580 00For
Dimensional905,1270 00For
JANUS INVESTMENT FUND850,1260 00For
Advisors' Inner Circle Fund II506,8600 00For
Jackson National504,6890 00For
Bridge Builder Trust500,9100 00For
Nationwide483,5480 00For
TRUST FOR PROFESSIONAL MANAGERS471,2400 00For
OLD WESTBURY FUNDS INC456,5300 00For
Principal450,2210 00For
TIAA434,1970 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

8. Elect Director: Patrick S. Pacious

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 106,722,501AGAINST: 4,108,399
Details: description as filed, official tally, votes by 115 asset managers

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.

FOR
FOR: 57,032,692AGAINST: 1ABSTAIN: 21,186
Largest asset managers voting on “Election of Nine Directors: Patrick S. Pacious” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,411,4131 00For
BlackRock5,741,9430 00For
John Hancock4,401,8810 00For
WASATCH FUNDS TRUST3,575,5980 00For
FMI FUNDS INC2,675,0000 00For
Fidelity1,917,8200 00For
Charles Schwab1,699,4780 00For
Calvert1,641,6250 00For
Invesco1,557,4930 00For
Neuberger Berman1,460,9630 00For
Victory Capital1,098,4400 00For
State Street1,080,7550 00For
Royce1,030,6250 00For
Hartford1,007,0670 00For
Natixis912,8580 00For
Dimensional905,1270 00For
JANUS INVESTMENT FUND850,1260 00For
Advisors' Inner Circle Fund II506,8600 00For
Jackson National504,6890 00For
Bridge Builder Trust500,9100 00For
Nationwide483,5480 00For
TRUST FOR PROFESSIONAL MANAGERS471,2400 00For
OLD WESTBURY FUNDS INC456,5300 00For
Principal450,2210 00For
TIAA434,1970 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

9. Elect Director: Richard J. Freeland

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 104,619,506AGAINST: 6,210,396
Details: description as filed, official tally, votes by 115 asset managers

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.

FOR
FOR: 55,388,639AGAINST: 1,644,054ABSTAIN: 21,186
Largest asset managers voting on “Election of Nine Directors: Richard J. Freeland” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,409,8491,565 00For
BlackRock5,741,9430 00For
John Hancock4,401,8810 00For
WASATCH FUNDS TRUST3,575,5980 00For
FMI FUNDS INC2,675,0000 00For
Fidelity1,917,8200 00For
Charles Schwab1,699,4780 00For
Calvert01,641,625 00Against
Invesco1,557,4930 00For
Neuberger Berman1,460,9630 00For
Victory Capital1,098,4400 00For
State Street1,080,7550 00For
Royce1,030,6250 00For
Hartford1,007,0670 00For
Natixis912,8580 00For
Dimensional905,1270 00For
JANUS INVESTMENT FUND850,1260 00For
Advisors' Inner Circle Fund II506,8600 00For
Jackson National504,6890 00For
Bridge Builder Trust500,9100 00For
Nationwide483,5480 00For
TRUST FOR PROFESSIONAL MANAGERS471,2400 00For
OLD WESTBURY FUNDS INC456,5300 00For
Principal450,2210 00For
TIAA434,1970 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

10. 4. The Valvoline Inc

Official resultCOMPENSATIONReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

89% Approved · of votes cast

FOR 89%
FOR: 98,126,370AGAINST: 12,583,171
Details: description as filed, official tally, votes by 118 asset managers

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.

FOR
FOR: 53,818,355AGAINST: 3,060,379
Largest asset managers voting on “Approval of the Valvoline Inc. 2026 Omnibus Incentive Plan.” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,411,4122 00For
BlackRock5,741,9430 00For
John Hancock4,401,8810 00For
WASATCH FUNDS TRUST3,575,5980 00For
FMI FUNDS INC02,675,000 00Against
Fidelity1,917,8200 00For
Charles Schwab1,699,4780 00For
Calvert1,641,6250 00For
Invesco1,557,4930 00For
Neuberger Berman1,460,9630 00For
Victory Capital1,098,4400 00For
State Street1,080,70352 00For
Royce1,030,6250 00For
Hartford1,007,0670 00For
Natixis912,8580 00For
Dimensional905,1270 00For
JANUS INVESTMENT FUND850,1260 00For
Advisors' Inner Circle Fund II506,8600 00For
Jackson National504,6890 00For
Bridge Builder Trust500,9100 00For
Nationwide483,5480 00For
TRUST FOR PROFESSIONAL MANAGERS471,2400 00For
OLD WESTBURY FUNDS INC456,5300 00For
Principal450,2210 00For
TIAA434,1970 00For

Showing the 25 largest of 118 asset managers. See all 118 in the interactive database.

11. 3. Non-binding advisory vote that shareholders vote on Valvoline's executive compensation every year

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 9 wordings of this item as funds reported it.

88% Approved · of votes cast

FOR 88%
FOR: 97,201,197AGAINST: 13,477,256
Details: description as filed, official tally, votes by 484 asset managers

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).

Fund voting reports: 112 asset managers voting on “Non-binding Advisory Resolution Approving our Executive Compensation.” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,411,4122 00For
BlackRock5,741,9430 00For
John Hancock4,401,8810 00For
WASATCH FUNDS TRUST3,575,5980 00For
FMI FUNDS INC02,675,000 00Against
Fidelity1,917,8200 00For
Charles Schwab1,699,4780 00For
Calvert01,641,625 00Against
Invesco1,557,4930 00For
Neuberger Berman1,460,9630 00For
Victory Capital1,098,4400 00For
State Street1,080,7550 00For
Royce1,030,6250 00For
Hartford1,007,0670 00For
Natixis912,8580 00For
Dimensional905,1270 00For
JANUS INVESTMENT FUND850,1260 00For
Advisors' Inner Circle Fund II506,8600 00For
Jackson National504,6890 00For
Bridge Builder Trust500,9100 00For
Nationwide483,5480 00For
TRUST FOR PROFESSIONAL MANAGERS471,2400 00For
OLD WESTBURY FUNDS INC456,5300 00For
Principal450,2210 00For
TIAA434,1970 00For

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.

Institutional-manager reports: 403 asset managers voting on “Non-binding Advisory Resolution Approving our Executive Compensation.” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Boston Partners5,966,0000 00For
WASATCH ADVISORS LP5,525,8570 00For
Wellington3,874,3200 00For
State Street3,669,4820 00For
Alua Capital Management LP03,579,644 00Against
COOKE & BIELER LP3,030,1330 00For
BlackRock2,961,7371,410 00For
Neuberger Berman2,422,3310 00For
VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P.2,407,6980 00For
GEODE CAPITAL MANAGEMENT, LLC2,195,3520 00For
Tensile Capital Management LP2,008,8430 00For
HAWK RIDGE CAPITAL MANAGEMENT LP1,851,4670 00For
Calvert01,769,433 00Against
Janus Henderson1,728,8560 00For
Charles Schwab1,702,2330 00For
FIDUCIARY MANAGEMENT INC /WI/01,647,861 00Against
Invesco1,634,2410 00For
Victory Capital1,463,8900 00For
SNYDER CAPITAL MANAGEMENT L P1,386,4380 00For
GENEVA CAPITAL MANAGEMENT LLC1,287,9840 00For
Mawer Investment Management Ltd.01,282,040 00Against
COMMERCE BANK1,220,6290 00For
Vanguard958,2200 00For
BESSEMER INVESTMENT MANAGEMENT LLC913,0600 00For
Fidelity905,4760 00For

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.

12. 2. Appointment of Ernst & Young LLP as Valvoline's independent registered public accounting firm for fiscal 2026

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

99.4% Approved · of votes cast

FOR 99.4%
FOR: 116,430,634AGAINST: 694,244
Details: description as filed, official tally, votes by 116 asset managers

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.

FOR
FOR: 57,038,759AGAINST: 4,170ABSTAIN: 21,186
Largest asset managers voting on “RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS VALVOLINE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,411,4140 00For
BlackRock5,741,9430 00For
John Hancock4,401,8810 00For
WASATCH FUNDS TRUST3,575,5980 00For
FMI FUNDS INC2,675,0000 00For
Fidelity1,917,8200 00For
Charles Schwab1,699,4780 00For
Calvert1,641,6250 00For
Invesco1,557,4930 00For
Neuberger Berman1,460,9630 00For
Victory Capital1,098,4400 00For
State Street1,080,70352 00For
Royce1,030,6250 00For
Hartford1,007,0670 00For
Natixis912,8580 00For
Dimensional905,1270 00For
JANUS INVESTMENT FUND850,1260 00For
Advisors' Inner Circle Fund II506,8600 00For
Jackson National504,6890 00For
Bridge Builder Trust500,9100 00For
Nationwide483,5480 00For
TRUST FOR PROFESSIONAL MANAGERS471,2400 00For
OLD WESTBURY FUNDS INC456,5300 00For
Principal450,2210 00For
TIAA434,1970 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

Largest Valvoline Inc. shareholders voting in 2025-2026

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.

Fund voting reports: top Valvoline Inc. shareholders by shares voted on “RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS VALVOLINE'S INDEPENDENT REGISTERED PUBLIC…”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 12.12%
2BlackRock 4.51%
3John Hancock 3.46%
4WASATCH FUNDS TRUST 2.81%
5FMI FUNDS INC 2.10%
6Fidelity 1.51%
7Charles Schwab 1.34%
8Calvert 1.29%
9Invesco 1.22%
10Neuberger Berman 1.15%
Institutional-manager reports: top Valvoline Inc. shareholders by shares voted on “Non-binding Advisory Resolution Approving our Executive Compensation.”, 2025-2026
#Asset manager % of shares outstanding
1Boston Partners 4.69%
2WASATCH ADVISORS LP 4.34%
3Wellington 3.05%
4State Street 2.88%
5Alua Capital Management LP 2.81%
6COOKE & BIELER LP 2.38%
7BlackRock 2.33%
8Neuberger Berman 1.90%
9VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P. 1.89%
10GEODE CAPITAL MANAGEMENT, LLC 1.73%

Reported Valvoline Inc. holdings and ownership

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.

Valvoline Inc. holdings and ownership disclosed for the 2025-2026 proxy season
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.

About this page

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.