Valvoline (VVV) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for January 28, 2026, at the company headquarters, with a record date of December 1, 2025.

• Shareholders can vote on four key proposals: election of nine directors, ratification of the independent auditor, advisory approval of executive compensation, and approval of the 2026 Omnibus Incentive Plan.

• Proxy materials are available online, and shareholders are encouraged to vote by internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Proposal 1: Election of nine directors, including two new nominees, Chris Carr and Janet S. Wong, to replace retiring members.

• Proposal 2: Ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026.

• Proposal 3: Non-binding advisory vote on executive compensation (“Say on Pay”).

• Proposal 4: Approval of the 2026 Omnibus Incentive Plan, replacing the expiring 2016 plan and authorizing 10 million new shares plus remaining shares from the prior plan.

• Shareholder proposals for the 2027 meeting must be submitted by August 21, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Eight of nine director nominees are independent; the board is led by an independent chairman.

• Board committees include Audit, Compensation, and Governance & Nominating, all composed of independent directors.

• Annual election of all directors, majority voting in uncontested elections, and regular board and committee self-assessments.

• Directors have a mix of skills in automotive, finance, retail, technology, and risk management.

• Board and committee meeting attendance averaged 98% in fiscal 2025.