Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 28, 2021, Valvoline held its Annual Meeting of Shareholders ("Annual Meeting"). At the Annual Meeting, a total of 170,872,780 shares of Valvoline Common Stock, representing 92.38% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:



Proposal 1: All of the nominees for director were elected to serve a one-year
term until the following annual meeting of Valvoline's shareholders and until
their successors have been duly elected and qualified, by the votes set forth in
the table below:

        Nominees               For         Against     Abstain    Broker Non-Vote
Gerald W. Evans, Jr.       158,520,861     306,744     246,582      11,798,593
Richard J. Freeland        158,527,471     288,412     258,304      11,798,593
Stephen F. Kirk            158,519,281     303,224     251,682      11,798,593
Carol H. Kruse             158,478,988     373,286     221,913      11,798,593
Stephen E. Macadam         158,504,568     301,877     267,742      11,798,593
Vada O. Manager            155,458,685    3,387,831    227,671      11,798,593
Samuel J. Mitchell, Jr.    158,486,519     371,916     215,752      11,798,593
Charles M. Sonsteby        158,507,131     305,905     261,151      11,798,593
Mary J. Twinem             158,446,201     397,136     230,850      11,798,593

Proposal 2: The appointment of Ernst & Young LLP as Valvoline's independent registered public accounting firm for fiscal 2021 was ratified by the shareholders by the votes set forth in the table below:



        For         Against     Abstain    Broker Non-Vote
    170,295,824     310,157     266,799           0

Proposal 3: The non-binding advisory resolution approving the compensation paid to Valvoline's named executive officers, as disclosed in Valvoline's Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, was approved by the shareholders by the votes set forth in the table below:




        For         Against     Abstain    Broker Non-Vote
    154,208,738    4,311,371    554,078      11,798,593







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