Valvoline Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Major Chemicals
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 8, 2025
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| Item 2.02. | Results of Operations and Financial Condition | ||||
On May 8, 2025, Valvoline Inc. (“Valvoline”) issued a press release ("Earnings Release") announcing its financial results for the second quarter ended March 31, 2025. A copy of Valvoline's Earnings Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
On May 8, 2025, the Company issued a press release announcing that the Board of Directors of Valvoline has appointed J. Kevin Willis, as Chief Financial Officer of the Company, effective May 19, 2025. Mr. Willis succeeds Mary E. Meixelsperger, who previously announced her intention to retire in October 2024. Ms. Meixelsperger will continue with the Company during a transition period.
Mr. Willis, age 59, was most recently Senior Vice President and Chief Financial Officer at Ashland Inc. and its predecessors from May 2013 to May 2025. Prior to that role, Mr. Willis was Vice President, Finance – Ashland Specialty Ingredients from August 2011 to May 2013; Vice President and Treasurer of Ashland from 2007 to 2011; and held various other finance positions with Ashland. Mr. Willis received a Bachelor of Business Administration in accounting from Eastern Kentucky University and an MBA from the Kellogg Graduate School of Management at Northwestern University.
Mr. Willis will receive an annual base salary of $650,000. He will also be eligible to participate in the Valvoline Incentive Plan with a target annual incentive compensation opportunity equal to 75% of his annual base salary. Mr. Willis will be eligible to receive a prorated Valvoline Incentive Plan payment for fiscal 2025. Mr. Willis’ target long-term incentive plan (“LTIP”) award shall be no less than $950,000, which will be effective with the Company’s annual grant of equity awards for fiscal 2026.
In addition, Mr. Willis will receive a one-time new hire LTIP award with a grant date value of $1.6 million composed of 25% time-based restricted stock units (“RSUs”), 25% stock appreciation rights (“SARs”) and 50% performance stock units (“PSUs”) for the fiscal 2025 to fiscal 2027 performance period, effective June 2, 2025. The LTIP awards will become vested as follows: (i) the RSUs will vest ratably (33-1/3% per year) on each of the first three anniversaries of the grant date; (ii) the SARs will vest 50% on the first anniversary of the grant date and 25% on each of the second and third anniversaries of the grant date; and (iii) the PSUs will become 100% vested on the last day of the fiscal 2025 to fiscal 2027 performance period, each subject to Mr. Willis’ continuous employment through the relevant vesting date. Mr. Willis will also be eligible to participate in other benefit plans and programs, including participation in the Valvoline Severance Pay Plan and Valvoline Change in Control Severance Plan, consistent with other similarly situated executives.
There are no arrangements between Mr. Willis and any other persons pursuant to which he was appointed to serve as the Company’s Chief Financial Officer. There are no transactions or proposed transactions involving the Company and Mr. Willis that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. Additionally, there are no family relationships between Mr. Willis with any other executive officers or members of the Board of Directors.
A copy of the press release issued by the Company on May 8, 2025, announcing Mr. Willis’ appointment as CFO is attached as Exhibit 99.2 and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure | ||||
On May 8, 2025, Valvoline will make the Earnings Release available on its website located at http://investors.valvoline.com. On May 8, 2025, Valvoline will make available a webcast and slide presentation relating to the Earnings Release on Valvoline's website located at http://investors.valvoline.com.
| Item 9.01. | Financial Statements and Exhibits | |||||||
| (d) | Exhibits | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VALVOLINE INC. | ||||||||
Date: May 8, 2025 | By: | /s/ Mary E. Meixelsperger | ||||||
| Mary E. Meixelsperger | ||||||||
| Chief Financial Officer | ||||||||