Valvoline Inc. Files 2025 Proxy Statement

Ticker: VVV · Form: DEF 14A · Filed: Dec 18, 2024 · CIK: 1674910

Valvoline Inc DEF 14A Filing Summary
FieldDetail
CompanyValvoline Inc (VVV)
Form TypeDEF 14A
Filed DateDec 18, 2024
Risk Levellow
Pages15
Reading Time17 min
Key Dollar Amounts$1.6 b, $215 m, $1.63, $443 million, $227 million
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, annual-meeting, governance

Related Tickers: VVV

TL;DR

VALVOLINE proxy statement filed for Jan 28, 2025 meeting. Vote your shares!

AI Summary

Valvoline Inc. filed its definitive proxy statement for the 2025 annual meeting of shareholders, scheduled for January 28, 2025. The filing, made on December 18, 2024, outlines the company's governance and proposals to be voted on by shareholders. Key details regarding executive compensation, director nominations, and other corporate matters will be presented.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership and strategic direction, impacting the company's future performance and shareholder value.

Risk Assessment

Risk Level: low — This is a routine proxy filing, providing information to shareholders for an upcoming meeting, and does not inherently present new risks.

Key Numbers

  • 2025 — Annual Meeting Year (Shareholders will vote on company matters for the upcoming fiscal year.)
  • January 28 — Meeting Date (The date shareholders will convene to vote.)

Key Players & Entities

  • VALVOLINE INC. (company) — Registrant
  • 2025 (date) — Annual Meeting Year
  • January 28, 2025 (date) — Annual Meeting Date
  • December 18, 2024 (date) — Filing Date

FAQ

What is the purpose of this DEF 14A filing?

The purpose of this DEF 14A filing is to provide shareholders with the definitive proxy statement for Valvoline Inc.'s 2025 annual meeting of shareholders, outlining proposals and information for voting.

When is Valvoline Inc.'s 2025 annual meeting scheduled to take place?

Valvoline Inc.'s 2025 annual meeting is scheduled to take place on January 28, 2025.

What type of information is typically included in a DEF 14A filing?

A DEF 14A filing typically includes information on director nominations, executive compensation, auditor ratification, and any other proposals to be voted on by shareholders.

Who is the filer of this proxy statement?

The filer of this proxy statement is Valvoline Inc., as indicated by the 'Registrant' designation.

What is the filing date of this document?

This document was filed on December 18, 2024.

Filing Stats: 4,373 words · 17 min read · ~15 pages · Grade level 13.7 · Accepted 2024-12-18 08:30:51

Key Financial Figures

  • $1.6 b — ing operations grew net revenues 12% to $1.6 billion, driven by system-wide same-store
  • $215 m — e from continuing operations grew 8% to $215 million, earnings per diluted share (EPS)
  • $1.63 — on, earnings per diluted share (EPS) of $1.63 increased 33% and adjusted EBITDA of $4
  • $443 million — 63 increased 33% and adjusted EBITDA of $443 million increased nearly 17%. System-wide store
  • $227 million — ased its 2030 Senior Notes and returned $227 million to shareholders via share repurchases i
  • $1.63 billion — Valvoline Incentive Plan Net Sales of $1.63 billion (98.4% of target) and adjusted EBIT of
  • $340.7 million — (98.4% of target) and adjusted EBIT of $340.7 million (98.4% of target), each as adjusted und
  • $214.6 million — ce Stock Units Adjusted Net Income of $214.6 million (130.6% of target) for fiscal 2024, adj
  • $182.3 million — for fiscal 2024, adjusted Net Income of $182.3 million (137.3% of target) for fiscal 2023, adj
  • $2.125 — arget) for fiscal 2023, adjusted EPS of $2.125 (129.9% of target) for fiscal 2022 and
  • $0.01 — rd of Valvoline Common Stock, par value $0.01 per share ("Valvoline Common Stock") as

Filing Documents

Forward-Looking Statements

Forward-Looking Statements This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statments may include, without limitation, executing on the growth strategy to create shareholder value by driving the full potential in the Company's core business, accelerating network growth and innovating to meet the needs of customers and the evolving car parc; realizing the benefits from the sale of Global Products; and future opportunities for the remaining stand-alone retail business; and any other statements regarding Valvoline's future operations, financial or operating results, capital allocation, debt leverage ratio, anticipated business levels, dividend policy, anticipated growth, market opportunities, strategies, competition, and other expectations and targets for future periods. Valvoline has identified some of these forward-looking statements with words such as anticipates, believes, expects, estimates, is likely, predicts, projects, forecasts, may, will, should and intends and the negative of these words or other comparable terminology. These forward-looking statements are based on Valvoline's current expectations, estimates, projections and assumptions as of the date such statements are made and are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. Additional information regarding these risks and uncertainties are described in the Risk Factors, Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures about Market Risk sections of our most recent Form 10-K filed with the U.S. Securities and Exchange Commission ( "SEC") , which is available on Valvoline's website at http://investors.valvoline.com/sec-filings or on the SEC's website at http://www.sec.gov . Valvoline assumes no obligation to update or revi

Executive Compensation

Executive Compensation 41 Summary Compensation Table 42 Grants of Plan-Based Awards for Fiscal 2024 43 Outstanding Equity Awards at Fiscal 2024 Year-End 45 Option Exercises and Stock Vested for Fiscal 2024 46 Pension Benefits for Fiscal 2024 48 Non-Qualified Deferred Compensation for Fiscal 2024 49 Potential Payments upon Termination or Change in Control for Fiscal 2024 Table 53 CEO Pay Ratio 54 Pay Versus Performance 59 Compensation of Directors 59 Fiscal 2024 Director Compensation Program 61 Miscellaneous 61 Stock Ownership Information 61 Stock Ownership of Directors, Director Nominees and Executive Officers 62 Stock Ownership of Certain Beneficial Owners 63 Equity Compensation Plan Information 63 Proxy Solicitation Costs 64 Shareholder Proposals for the 2026 Annual Meeting 64 Other Matters 65 Questions and Answers About the Annual Meeting A-1 Appendix A - Non-GAAP Reconciliation Proxy Voting Matters Page 1 Proposal One - Election of Directors 7 Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm 10 Proposal Three - Non-Binding Advisory Resolution Approving Executive Compensation Compensation Discussion and Analysis Page 19 Introduction 20 Executive Summary 20 Fiscal 2024 Highlights 21 Changes to the Fiscal 2024 Compensation Program 22 Compensation Philosophy 23 Pay for Performance 24 What We Do vs. What We Don't Do 25 Elements of Valvoline's Executive Compensation Program 25 How We Make Pay Decisions 25 Role of Consultant 26 Peer Group 27 Benchmarking / Survey Data 27 Internal Pay Equity 27 "Say on Pay" 28 Compensation Decisions for Fiscal 2024 28 Base Salary 28 Annual Incentive 29 Long-term Incentive 33 Other Benefits and Perquisites 33 Health and Welfare Benefits 33 Executive Perquisites 33 Post-termination 33 Retirement Ben

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