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): April 25, 2017
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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
Lexington, KY 40509
(Address of Principal Executive Offices)
(859) 357-7777
(Registrant’s telephone number, including area code)
___________________________________
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
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). | ||
| Emerging growth company | ☐ | |||
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. | ☐ | |||
| Item 2.02. | Results of Operations and Financial Condition |
On April 25, 2017, Valvoline Inc. (“Valvoline”) announced preliminary second quarter results for fiscal 2017, which are discussed in more detail in the news release (the “News Release”) 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 7.01. | Regulation FD Disclosure |
On April 25, 2017, Valvoline will make available the News Release on Valvoline’s website located at http://investor.Valvoline.com. On April 26, 2017, Valvoline will make available a webcast and slide presentation relating to the News Release on Valvoline’s website located at http://investors.Valvoline.com.
| Item 8.01. | Other Events |
On April 25, 2017, Valvoline also announced in the News Release that its Board of Directors has authorized a stock repurchase program, under which Valvoline may repurchase up to $150 million of its outstanding common stock. Purchases will be made in accordance with all applicable securities laws and regulations, including Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended, and will be funded from available liquidity. The timing and amount of any purchases of common stock will be based on the level of Valvoline’s liquidity, general business and market conditions and other factors, including alternative investment opportunities. The term of the new repurchase program extends through December 31, 2019.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits | |
| 99.1 | News Release dated April 25, 2017. | |
In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including the exhibit 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 the exhibit, 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: April 25, 2017 | By: | /s/ Mary E. Meixelsperger |
| Mary E. Meixelsperger | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
| 99.1 | News Release dated April 25, 2017. | |