Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment


                   of Certain Officers; Compensatory Arrangements of Certain Officers.

(b). On April 21, 2022, Stephen F. Kirk announced his decision to retire from the Board of Directors (the "Board") of Valvoline Inc. (the "Company"), effective as of the close of business on June 30, 2022. The Company is extremely grateful to Mr. Kirk for his service on the Board, and as Chairman from October 2017 through January 2022, and values his leadership guiding the Company's strategic transformation to a more services-driven business model. Mr. Kirk's retirement from the Board did not result from any disagreement with the Company.

(d). On April 21, 2022, the Board approved the recommendation of the Governance & Nominating Committee of the Board that Jennifer Slater be elected to the Board, effective July 1, 2022. Ms. Slater will serve on the Board's Compensation and Governance & Nominating Committees.

As a non-employee director, Ms. Slater will be entitled to receive compensation in accordance with the Company's non-employee director compensation program, which provides that non-employee directors shall receive an (i) annual cash retainer in the amount of $100,000, paid quarterly; and (ii) annual equity retainer in the form of restricted stock units with a grant date value of $135,000, pro-rated for less than a full year of service. Based on the date Ms. Slater is expected to join the Board, the Compensation Committee approved a pro-rated restricted stock unit award for Ms. Slater with a grant date value of $77,300, which will be granted on July 1, 2022. The restricted stock units will become fully vested on July 1, 2023, subject to Ms. Slater's continuous service as a member of the Board on such date.

There are no arrangements or understandings between Ms. Slater and any other person pursuant to which she was elected as a director. There are no transactions or proposed transactions between Ms. Slater and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company on April 27, 2022 announcing the retirement of Mr. Kirk from the Board and the election of Ms. Slater to the Board is attached as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01.     Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.    Description of Exhibit.
99.1             Press Release, dated April 27, 2022.
104            Cover Page Interactive Data File



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