UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
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(Former Name or Former Address, if Changed Since Last Report)
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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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).
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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On January 21, 2025, the Board of Directors of Ashland Inc. (“Ashland” or the “Company”) appointed J. Kevin Willis, the Company’s Senior Vice President, Chief Financial Officer and Principal Financial Officer, to also serve as the Company’s Principal Accounting Officer, effective January 21, 2025.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting (“Annual Meeting”) of stockholders of Ashland held on January 21, 2025, a total of 43,169,160 shares of Common Stock, representing 91.50% 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 stockholders at the Annual Meeting are described below.
Proposal 1: All of the nominees for director were elected to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified, by the votes set forth in the table below:
Nominee
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For |
Against |
Abstain |
Broker Non-Votes |
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Steven D. Bishop |
40,191,939 |
344,620 |
32,078 |
2,600,523 |
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Sanat Chattopadhyay |
39,929,691 |
594,923 |
44,021 |
2,600,525 |
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Suzan F. Harrison |
39,944,317 |
595,052 |
29,267 |
2,600,524 |
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Ashish K. Kulkarni |
40,264,862 |
270,654 |
33,120 |
2,600,524 |
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Susan L. Main |
40,045,888 |
491,319 |
31,430 |
2,600,523 |
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Guillermo Novo |
39,860,784 |
675,518 |
32,336 |
2,600,522 |
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Sergio Pedreiro |
40,199,627 |
336,845 |
32,165 |
2,600,523 |
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Jerome A. Peribere |
34,392,323 |
6,143,492 |
32,821 |
2,600,524 |
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Scott A. Tozier |
40,337,749 |
198,863 |
32,028 |
2,600,520 |
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Proposal 2: The appointment of Ernst & Young LLP as Ashland’s independent registered public accounting firm for fiscal 2025 was ratified by the stockholders by the votes set forth in the table below:
For |
Against |
Abstain |
Broker Non-Votes |
42,982,868 |
157,253 |
29,039 |
0 |
Proposal 3: The non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, was approved by the stockholders by the votes set forth in the table below:
For |
Against |
Abstain |
Broker Non-Votes |
39,525,692 |
968,838 |
74,105 |
2,600,525 |
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 thereunto duly authorized.
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ASHLAND INC. |
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Date: |
January 22, 2025 |
By: |
/s/ Robin E. Lampkin |
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Robin E. Lampkin |