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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 2026-01-29 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 15Reported items
  • 491Asset managers
  • 5,164Fund votes
  • 2026-01-28Meeting date

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 2026-01-29 (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 2026-01-28
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Chris Carr 106,930,2763,890,222217,960 --6,238,370 Majority: yes
Elect Director: Gerald W. Evans, Jr. 105,724,1945,056,396257,868 --6,238,370 Majority: yes
Elect Director: Lori A. Flees 106,931,7913,902,680203,987 --6,238,370 Majority: yes
Elect Director: Richard J. Freeland 104,619,5066,210,396208,556 --6,238,370 Majority: yes
Elect Director: Carol H. Kruse 104,618,7346,184,920234,804 --6,238,370 Majority: yes
Elect Director: Patrick S. Pacious 106,722,5014,108,399207,558 --6,238,370 Majority: yes
Elect Director: Jennifer L. Slater 106,886,6503,945,042206,766 --6,238,370 Majority: yes
Elect Director: Charles M. Sonsteby 104,229,9156,600,632207,911 --6,238,370 Majority: yes
Elect Director: Janet S. Wong 106,845,0363,996,398197,024 --6,238,370 Majority: yes
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: 116,430,634694,244151,950 --0 Majority: yes
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: 97,201,19713,477,256360,005 --6,238,370 Majority: yes
Proposal 4: The Valvoline Inc 98,126,37012,583,171328,917 --6,238,370 Majority: yes

Source: Valvoline Inc., Form 8-K, filed with the SEC on 2026-01-29 — read the filing on EDGAR.

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

Each item below shows how the 491 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Valvoline Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Non-binding Advisory Resolution Approving our Executive Compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 9 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%12%
FOR: 97,201,197AGAINST: 13,477,256

Valvoline Inc.’s own tally for this item (“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:”): 97,201,197 for, 13,477,256 against, per its Form 8-K filed 2026-01-29 (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. Of all 127,200,000 outstanding shares: 76% for, 11% against (87% of the company cast a for/against vote).

The 481 asset managers below cast 90% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.

FOR 90%10%
FOR: 89.7%AGAINST: 10.2%ABSTAIN: 0.1%NOT VOTED: 0.0%
Largest asset managers voting on “Non-binding Advisory Resolution Approving our Executive Compensation.” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard16,369,6322 00For
BlackRock8,703,6801,410 00For
Boston Partners5,966,0000 00For
WASATCH ADVISORS LP5,525,8570 00For
John Hancock5,300,6320 00For
Neuberger Berman3,883,2940 00For
Wellington3,874,3200 00For
State Street3,671,1090 00For
Alua Capital Management LP03,579,644 00Against
WASATCH FUNDS TRUST3,575,5980 00For
Calvert03,411,058 00Against
Charles Schwab3,401,7110 00For
Invesco3,191,7340 00For
COOKE & BIELER LP3,030,1330 00For
Fidelity2,823,2960 00For
FMI FUNDS INC02,675,000 00Against
Victory Capital2,562,3300 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
Janus Henderson1,728,8560 00For
FIDUCIARY MANAGEMENT INC /WI/01,647,861 00Against
Natixis1,466,1220 00For
Royce1,427,4880 00For

Showing the 25 largest of 481 asset managers. See all 481 in the interactive database.

2. Approval of the Valvoline Inc. 2026 Omnibus Incentive Plan.

COMPENSATIONMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%11%
FOR: 98,126,370AGAINST: 12,583,171

Valvoline Inc.’s own tally for this item (“Proposal 4: The Valvoline Inc”): 98,126,370 for, 12,583,171 against, per its Form 8-K filed 2026-01-29 (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. Of all 127,200,000 outstanding shares: 77% for, 10% against (87% of the company cast a for/against vote).

The 116 asset managers below cast 95% of the shares they voted on this item FOR (53,378,540 for, 3,004,695 against).

FOR 95%
FOR: 53,378,540 (94.7%)AGAINST: 3,004,695 (5.3%)
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 116 asset managers. See all 116 in the interactive database.

3. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS VALVOLINE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2026.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 116,430,634AGAINST: 694,244

Valvoline Inc.’s own tally for this item (“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:”): 116,430,634 for, 694,244 against, per its Form 8-K filed 2026-01-29 (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. Of all 127,200,000 outstanding shares: 92% for, 0.6% against (92% of the company cast a for/against vote).

The 114 asset managers below cast 99.9% of the shares they voted on this item FOR (56,543,260 for, 4,170 against).

FOR 99.9%
FOR: 56,543,260 (100.0%)AGAINST: 4,170 (0.0%)ABSTAIN: 21,186 (0.0%)
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 114 asset managers. See all 114 in the interactive database.

4. Election of Nine Directors: Carol H. Kruse

DIRECTOR ELECTIONSMajority of the votes cast: yes

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

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 2026-01-29 (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. Of all 127,200,000 outstanding shares: 82% for, 5% against (87% of the company cast a for/against vote).

The 113 asset managers below cast 97% of the shares they voted on this item FOR (54,895,568 for, 1,641,626 against).

FOR 97%
FOR: 54,895,568 (97.1%)AGAINST: 1,641,626 (2.9%)ABSTAIN: 21,186 (0.0%)
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 113 asset managers. See all 113 in the interactive database.

5. Election of Nine Directors: Charles M. Sonsteby

DIRECTOR ELECTIONSMajority of the votes cast: yes

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

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 2026-01-29 (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. Of all 127,200,000 outstanding shares: 82% for, 5% against (87% of the company cast a for/against vote).

The 113 asset managers below cast 97% of the shares they voted on this item FOR (54,893,140 for, 1,644,054 against).

FOR 97%
FOR: 54,893,140 (97.1%)AGAINST: 1,644,054 (2.9%)ABSTAIN: 21,186 (0.0%)
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 113 asset managers. See all 113 in the interactive database.

6. Election of Nine Directors: Chris Carr

DIRECTOR ELECTIONSMajority of the votes cast: yes

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

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 2026-01-29 (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. Of all 127,200,000 outstanding shares: 84% for, 3% against (87% of the company cast a for/against vote).

The 113 asset managers below cast 99.9% of the shares they voted on this item FOR (56,532,193 for, 5,001 against).

FOR 99.9%
FOR: 56,532,193 (100.0%)AGAINST: 5,001 (0.0%)ABSTAIN: 21,186 (0.0%)
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 113 asset managers. See all 113 in the interactive database.

7. Election of Nine Directors: Gerald W. Evans, Jr.

DIRECTOR ELECTIONSMajority of the votes cast: yes

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

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 2026-01-29 (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. Of all 127,200,000 outstanding shares: 83% for, 4% against (87% of the company cast a for/against vote).

The 113 asset managers below cast 99.7% of the shares they voted on this item FOR (56,404,476 for, 132,718 against).

FOR 99.7%
FOR: 56,404,476 (99.7%)AGAINST: 132,718 (0.2%)ABSTAIN: 21,186 (0.0%)
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 113 asset managers. See all 113 in the interactive database.

8. Election of Nine Directors: Janet S. Wong

DIRECTOR ELECTIONSMajority of the votes cast: yes

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

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 2026-01-29 (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. Of all 127,200,000 outstanding shares: 84% for, 3% against (87% of the company cast a for/against vote).

The 113 asset managers below cast 99.9% of the shares they voted on this item FOR (56,532,193 for, 5,001 against).

FOR 99.9%
FOR: 56,532,193 (100.0%)AGAINST: 5,001 (0.0%)ABSTAIN: 21,186 (0.0%)
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 113 asset managers. See all 113 in the interactive database.

9. Election of Nine Directors: Jennifer L. Slater

DIRECTOR ELECTIONSMajority of the votes cast: yes

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

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 2026-01-29 (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. Of all 127,200,000 outstanding shares: 84% for, 3% against (87% of the company cast a for/against vote).

The 113 asset managers below cast 99.9% of the shares they voted on this item FOR (56,537,193 for, 1 against).

FOR 99.9%
FOR: 56,537,193 (100.0%)AGAINST: 1 (0.0%)ABSTAIN: 21,186 (0.0%)
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 113 asset managers. See all 113 in the interactive database.

10. Election of Nine Directors: Lori A. Flees

DIRECTOR ELECTIONSMajority of the votes cast: yes

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

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 2026-01-29 (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. Of all 127,200,000 outstanding shares: 84% for, 3% against (87% of the company cast a for/against vote).

The 113 asset managers below cast 99.9% of the shares they voted on this item FOR (56,537,193 for, 1 against).

FOR 99.9%
FOR: 56,537,193 (100.0%)AGAINST: 1 (0.0%)ABSTAIN: 21,186 (0.0%)
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 113 asset managers. See all 113 in the interactive database.

11. Election of Nine Directors: Patrick S. Pacious

DIRECTOR ELECTIONSMajority of the votes cast: yes

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

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 2026-01-29 (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. Of all 127,200,000 outstanding shares: 84% for, 3% against (87% of the company cast a for/against vote).

The 113 asset managers below cast 99.9% of the shares they voted on this item FOR (56,537,193 for, 1 against).

FOR 99.9%
FOR: 56,537,193 (100.0%)AGAINST: 1 (0.0%)ABSTAIN: 21,186 (0.0%)
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 113 asset managers. See all 113 in the interactive database.

12. Election of Nine Directors: Richard J. Freeland

DIRECTOR ELECTIONSMajority of the votes cast: yes

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

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 2026-01-29 (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. Of all 127,200,000 outstanding shares: 82% for, 5% against (87% of the company cast a for/against vote).

The 113 asset managers below cast 97% of the shares they voted on this item FOR (54,893,140 for, 1,644,054 against).

FOR 97%
FOR: 54,893,140 (97.1%)AGAINST: 1,644,054 (2.9%)ABSTAIN: 21,186 (0.0%)
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 113 asset managers. See all 113 in the interactive database.

13. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

88% Majority: yes · of votes cast

FOR 88%12%
FOR: 97,201,197AGAINST: 13,477,256

Valvoline Inc.’s own tally for this item (“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:”): 97,201,197 for, 13,477,256 against, per its Form 8-K filed 2026-01-29 (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. Of all 127,200,000 outstanding shares: 76% for, 11% against (87% of the company cast a for/against vote).

The 8 asset managers below cast 64% of the shares they voted on this item FOR (274,891 for, 153,190 against).

FOR 64%AGAINST 36%
FOR: 274,891 (64.2%)AGAINST: 153,190 (35.8%)
Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
APG Asset Management US Inc.0153,190 00Against
JPMorgan130,0910 00For
ADVISORY RESEARCH INC74,6810 00For
Empower57,9080 00For
Morningstar Funds Trust8,1680 00For
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma3,7590 00For
Wilshire Advisors LLC2680 00For
Colony Family Offices, LLC160 00For

14. Approve Omnibus Stock Plan

COMPENSATION

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (196,167 for, 0 against).

FOR: 196,167 (100.0%)
Largest asset managers voting on “Approve Omnibus Stock Plan” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
JPMorgan130,0910 00For
Empower57,9080 00For
Morningstar Funds Trust8,1680 00For

15. Adopt Omnibus Stock Option Plan

COMPENSATION

0% fund support · no official result

AGAINST 50.0%ABSTAIN 50.0%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 10,236 against).

AGAINST: 10,236 (50.0%)ABSTAIN: 10,236 (50.0%)
Largest asset managers voting on “Adopt Omnibus Stock Option Plan” at Valvoline Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
LEAVELL INVESTMENT MANAGEMENT, INC.010,236 00Against
WILLIAMSBURG INVESTMENT TRUST00 10,2360Abstain

Largest Valvoline Inc. shareholders voting in 2025-2026

Ranked by the number of Valvoline Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 127,200,000 shares outstanding at the time of that meeting.

Top Valvoline Inc. shareholders by shares voted, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 12.87%
2BlackRock 6.84%
3Boston Partners 4.69%
4WASATCH ADVISORS LP 4.34%
5John Hancock 4.17%
6Neuberger Berman 3.05%
7Wellington 3.05%
8State Street 2.89%
9Alua Capital Management LP 2.81%
10WASATCH FUNDS TRUST 2.81%

Reported Valvoline Inc. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

Valvoline Inc. beneficial owners on record 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 2025-12-31 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2025-12-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At Valvoline Inc.'s shareholder meeting held 2026-01-28, in the 2025-2026 proxy season, 491 asset managers reported how they voted in their SEC Form N-PX filings, covering 5,164 separate fund positions. Their filings are grouped here into 15 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Non-binding Advisory Resolution Approving our Executive Compensation. — FOR was 88% 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), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Valvoline Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2026-01-29.

Valvoline Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).