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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
___________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 18, 2024
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VALVOLINE INC.
(Exact name of registrant as specified in its charter)
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| Kentucky | | 001-37884 | | 30-0939371 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
100 Valvoline Way, Suite 100
Lexington, KY 40509
(Address of Principal Executive Offices)
(859) 357-7777
(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | | | | |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | | VVV | | New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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| | Emerging growth company | ☐ |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
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| Item 7.01. | Regulation FD Disclosure. |
On October 18, 2024, Valvoline Inc. (the “Company”) announced that Mary E. Meixelsperger is planning to retire from her position as the Company’s Chief Financial Officer. It is expected that Ms. Meixelsperger will continue to serve in her current role until a successor is appointed and will remain with the Company through a subsequent transition period. The Company has initiated a comprehensive search with the assistance of a leading executive search firm to identify its next Chief Financial Officer, with both internal and external candidates being considered.
A copy of the press release issued by the Company on October 18, 2024, announcing Ms. Meixelsperger’s planned retirement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01, 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.
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| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | VALVOLINE INC. |
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| Date: October 18, 2024 | By: | /s/ Julie M. O'Daniel |
| | | Julie M. O'Daniel |
| | | Senior Vice President, Chief Legal Officer and Corporate Secretary |
DocumentExhibit 99.1
Valvoline Inc. Announces Chief Financial Officer Retirement and Transition Plan
LEXINGTON, Ky., Oct. 18, 2024 – Valvoline Inc. (NYSE: VVV), the quick, easy, trusted leader in preventive automotive maintenance announces the planned retirement of its Chief Financial Officer Mary Meixelsperger. Meixelsperger will continue as CFO until a successor is hired and will remain with the Company through the subsequent transition period. The Company has initiated a comprehensive search with the assistance of a leading executive search firm to identify a successor for this position, which will include both internal and external candidates.
“On behalf of the Board of Directors and our executive leadership team, I want to thank Mary for her leadership and contributions that helped build the company we are today. We appreciate that she will continue to serve as our Chief Financial Officer and provide support during the transition process with her successor once selected,” said Lori Flees, Valvoline Inc. Chief Executive Officer and President. “I deeply value Mary’s partnership, financial leadership and strategic insights as we continue to drive value for all of our stakeholders.”
Meixelsperger joined Valvoline in 2016 as CFO just prior to the successful initial public offering and spinoff from Ashland Global Holdings.
“It has been an honor and a privilege to be part of the Valvoline team,” said Meixelsperger. “I am sincerely grateful for the opportunity to work with such amazing teammates and franchisees. Valvoline is very well positioned to see meaningful growth and success in its business, guided by a clear strategy and outstanding leadership. I am committed to ensuring a smooth and successful transition of our finance leadership.”
Prior to the joining the Company, Meixelsperger served as the CFO for DSW Inc. (now Designer Brands, Inc.) and former mass merchandise store chain Shopko Stores. She serves on the board of directors of specialty retailer Genesco Inc. and in 2024, she was appointed as a director for the Cincinnati branch board of The Federal Reserve Bank of Cleveland. Meixelsperger was named a Top 50 Women Leaders of Kentucky for 2023 and is an avid supporter of the community.
About Valvoline Inc.
Valvoline Inc. (NYSE: VVV) is the quick, easy, trusted leader in automotive preventive maintenance. Valvoline Inc. is creating shareholder value by driving the full potential in our core business, accelerating network growth and innovating to meet the needs of customers and the evolving car parc. With approximately 2,000 service centers throughout North America, Valvoline Inc. and our franchise partners keep customers moving with our 4.6 out of 5 star* rated service that includes 15-minute stay-in-
your-car oil changes; battery, bulb and wiper replacements; tire rotations; and other manufacturer recommended maintenance services. In fiscal year 2023, Valvoline’s network delivered approximately 27 million services to generate $1.4 billion in revenue from $2.8 billion in system-wide store sales, marking 17 years of consecutive system-wide same-store sales growth. At Valvoline Inc., it all starts with our people, including our more than 10,000 team members and strong, long-standing franchise partners. We are proud to be an eleven-time winner of the BEST Award for training excellence and a top-rated franchisor in our category by Entrepreneur and Franchise Times. To learn more, or to find a service center near you, visit vioc.com.
* Based on a survey of more than 900,000 Valvoline Instant Oil Change℠ customers annually
™ Trademark, Valvoline Inc., or its subsidiaries, registered in various countries
SM Service mark, Valvoline Inc., or its subsidiaries, registered in various countries
For Further Information
Investor Inquiries
Elizabeth B. Clevinger
+1 (859) 357-3155
IR@valvoline.com
Media Inquiries
Angela Davied
+1 (877) 508-0832
media@valvoline.com