No fee required

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

Title of each class of securities to which transaction applies:    N/A

Aggregate number of securities to which transaction applies:    N/A

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):    N/A

Proposed maximum aggregate value of transaction:    N/A

Total fee paid:    N/A

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:    N/A

Form, Schedule or Registration Statement No.:    N/A

Filing Party:    N/A

Date Filed:    N/A

Where:

Metropolitan Club, 50 E. RiverCenter Boulevard, Covington, KY 41011

Items of Business:

(1)     To elect 11 directors: Brendan M. Cummins, William G. Dempsey, Jay V. Ihlenfeld, Susan L. Main, Jerome A. Peribere, Barry W. Perry, Mark C. Rohr, Janice J. Teal, Michael J. Ward, Kathleen Wilson-Thompson and William A. Wulfsohn to the Board of Directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified;

(2)     To ratify the appointment of Ernst & Young LLP as independent registered public accountants for fiscal 2018;

(3)     To vote upon a non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion;

(4)     To approve the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan; and

(5)     To consider any other business properly brought before the Annual Meeting.

Who Can Vote:

Only stockholders of record at the close of business on December 4, 2017 are entitled to vote at the Annual Meeting or any adjournment of that meeting.

You can vote in one of several ways:

Visit the website listed on your proxy card or Notice of Internet Availability of Proxy Materials to vote VIA THE INTERNET

Call the telephone number specified on your proxy card or the website listed on your Notice of Internet Availability of Proxy Materials to vote BY TELEPHONE

If you received paper copies of your proxy materials in the mail, sign, date and return your proxy card in the enclosed envelope to vote BY MAIL

Attend the meeting to vote IN PERSON

PROXY SUMMARY

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

ASHLAND COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

ASHLAND COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS OF ASHLAND

PROPOSAL ONE - ELECTION OF DIRECTORS

Board of Directors

Director Nominees

Compensation of Directors

Director Compensation Table

Annual Retainer

Restricted Shares/Units

Stock Ownership Guidelines for Directors

Other Compensation

Corporate Governance

Governance Principles

Board Leadership Structure

Oversight of Ashland’s Executive Compensation Program

Compensation Committee Interlocks and Insider Participation

Board’s Role of Risk Oversight

Director Independence and Certain Relationships

Related Person Transaction Policy

Section 16(a) Beneficial Ownership Reporting Compliance

Communication with Directors

Attendance at Annual Meeting

Executive Sessions of Directors

Stockholder Recommendations for Directors

Stockholder Nominations of Directors

Committees and Meetings of the Board of Directors

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Committee Report

Summary Compensation Table

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year-End

Option Exercises and Stock Vested

Pension Benefits

Non-Qualified Deferred Compensation

Potential Payments upon Termination or Change in Control Table

AUDIT COMMITTEE REPORT

PROPOSAL TWO - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

PROPOSAL THREE - NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION PAID TO ASHLAND’S NAMED EXECUTIVE OFFICERS

PROPOSAL FOUR - APPROVAL OF ASHLAND GLOBAL HOLDINGS INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN

MISCELLANEOUS

Proxy Solicitation Costs

Stockholder Proposals for the 2019 Annual Meeting

Other Matters

APPENDIX A: Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan

APPENDIX B: Use of Non-GAAP Measures and Non-GAAP Reconciliations

Use of Non-GAAP Measures

Business Unit EBITDA and Adjusted EBITDA

Non-GAAP Reconciliations

Date & Time:

January 25, 2018 10:30 a.m. (Eastern Daylight Saving Time)

Address:

Metropolitan Club

50 E. RiverCenter Boulevard, Covington, KY 41011

Record Date:

December 4, 2017

Voting:

Board’s
Recommendations

 Proposal One. The election of 11 director nominees that possess the necessary qualifications to provide guidance to the Company’s management (page 8)

 Proposal Two. Ratification of the appointment of Ernst & Young LLP as independent registered public accountants for fiscal 2018 (page 84)

 Proposal Three. A non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers (page 85)

 Proposal Four. To approve the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (page 86)

/ efficacy usability allure integrity profitability^™

(i)

 Name

Primary Occupation

 Brendan M. Cummins

Former Consultant to The Valence Group; Former Chief Executive Officer of Ciba Specialty Chemicals

G&N (Chair)

 William G. Dempsey

Former Executive Vice President of Global Pharmaceuticals at Abbott Laboratories

 Jay V. Ihlenfeld

Former Senior Vice President of 3M Company

 Susan L. Main

Senior Vice President and Chief Financial Officer of Teledyne Technologies Incorporated

 Jerome A. Peribere

President and Chief Executive Officer of Sealed Air Corporation

 Barry W. Perry

Former Chairman and Chief Executive Officer of Engelhard Corporation

 Mark C. Rohr

Chairman and Chief Executive Officer of Celanese Corporation

 Janice J. Teal

Former Group Vice President and Chief Scientific Officer for Avon Products Inc.

 Michael J. Ward

Retired Chairman of the Board and Chief Executive Officer of CSX Corporation

 Kathleen Wilson-Thompson

Executive Vice President and Global Chief Human Resources Officer of Walgreens Boots Alliance Inc.

 William A. Wulfsohn

Chairman of the Board and Chief Executive Officer of Ashland Global Holdings Inc.

AC – Audit Committee

Comp – Compensation Committee

G&N – Governance and Nominating Committee

/ efficacy usability allure integrity profitability^™

(ii)

The Compensation Committee, based on market data and a recommendation submitted by Mr. Wulfsohn, approved base salary increases for Messrs. Willis, Ganz, and Heitman and Ms. Schumann.

Additionally, Mr. Wulfsohn and the Compensation Committee approved an additional increase to Ms. Schumann’s base salary to reflect her expanded responsibilities as Chief Human Resources Officer.

The same merit guidelines were used by the Compensation Committee, in executive session without management present, to recommend a base salary increase for Mr. Wulfsohn of 2.5%.

There were no increases in the annual and long-term target incentive opportunities for fiscal 2017.

/ efficacy usability allure integrity profitability^™

(iii)

Beginning in fiscal 2017, the Compensation Committee approved utilizing the entire S&P 500 index as the performance peer group.

Beginning with the fiscal 2018 performance period, the Compensation Committee will use EBITDA and Free Cash Flow as annual incentive metrics, as adjusted for such items and management exceptions that the Compensation Committee may approve.

/ efficacy usability allure integrity profitability^™

(iv)

What matters will be voted on at the Annual Meeting?

A:             

(1)            

Election of 11 directors: Brendan M. Cummins, William G. Dempsey, Jay V. Ihlenfeld, Susan L. Main, Jerome A. Peribere, Barry W. Perry, Mark C. Rohr, Janice J. Teal, Michael J. Ward, Kathleen Wilson-Thompson and William A. Wulfsohn to the Board of Directors to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified;

(2)            

Ratification of Ernst & Young LLP (“EY”) as Ashland’s independent registered public accountants for fiscal 2018;

(3)            

A non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion; and

(4)            

Approval of the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (the “2018 Omnibus Plan”).

Why am I receiving this proxy statement?

Ashland Global Holdings Inc. (“Ashland” or the “Company”) is making this proxy statement and the accompanying proxy materials available to you in connection with the solicitation of proxies by and on behalf of the Board of Directors for use at the Annual Meeting, which will take place on January 25, 2018, and at any adjournments or postponements thereof. This proxy statement is intended to assist you in making an informed vote on the proposals described in this proxy statement. On behalf of our Board of Directors, we are making these materials available to you beginning on or around December 11, 2017 in connection with the solicitation of proxies.

Who may vote at the Annual Meeting?

Stockholders of Ashland at the close of business on December 4, 2017 (the “Record Date”) are entitled to vote at the Annual Meeting and any adjournments or postponements thereof. As of the Record Date, there were 62,224,784 shares of Ashland Common Stock outstanding. Each share of Ashland Common Stock is entitled to one vote.

Who can attend the Annual Meeting?

All Ashland stockholders on the Record Date are invited to attend the Annual Meeting, although seating is limited. If your shares are held in the name of a broker, bank or other nominee, you will need to bring a proxy or letter from that nominee that confirms you are the beneficial owner of those shares.

Why did I receive the Notice of Internet Availability of Proxy Materials in the mail instead of a full set of proxy materials?

In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we may furnish proxy materials, including the Notice of Annual Meeting of Stockholders and Proxy Statement, together with our 2017 Annual Report, by providing

/ efficacy usability allure integrity profitability^™

1

access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they have specifically requested them. Instead, a Notice of Internet Availability of Proxy Materials (“Notice”) will be mailed to stockholders starting on or around December 11, 2017.

How do I access the proxy materials?

The Notice will provide you with instructions regarding how to view Ashland’s proxy materials for the Annual Meeting and the 2017 Annual Report on the Internet. The Notice also instructs you on how you may submit your vote. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

What shares are included on the proxy card?

If you are a registered stockholder of Ashland as of the Record Date, your proxy card represents all shares of Ashland Common Stock that are registered in your name and any shares you hold in the Employee Savings Plan, the Union Plan, the ISP Plan or the Valvoline 401(k) Plan. Additionally, your proxy card includes shares you hold in the dividend reinvestment plan (the “DRP”) administered by Wells Fargo Bank, National Association (“Wells Fargo”) for investors in Ashland Common Stock. If your shares are held through a broker, bank or other nominee, you will receive either a voting instruction form or a proxy card from the broker, bank or other nominee instructing you on how to vote your shares.

How do I vote if I am a registered stockholder or I own shares through a broker, bank or other nominee?

If you are a registered stockholder as of the Record Date, you can vote (i) by attending the Annual Meeting, (ii) by following the instructions on the Notice or proxy card for voting by telephone or Internet or (iii) by signing, dating and mailing in your proxy card. If you hold shares through a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available. Even if you plan to attend the Annual Meeting in person, we encourage you to vote your shares by submitting your proxy in advance of the Annual Meeting. If you hold your shares through a broker, bank or other nominee and would like to vote in person at the meeting, you must first obtain a proxy issued in your name from the institution that holds your shares.

How do I vote my shares in the DRP?

Shares of Ashland Common Stock credited to your account in the DRP will be voted by Wells Fargo, the plan sponsor and administrator, in accordance with your voting instructions.

How will the Trustee of the Employee Savings Plan, the Union Plan and the ISP Plan vote?

Each participant in the Employee Savings Plan, the Union Plan, or the ISP Plan will instruct the Trustee on how to vote the shares of Ashland Common Stock credited to the

/ efficacy usability allure integrity profitability^™

2

participant’s account in each plan. This instruction also applies to a proportionate number of those shares of Ashland Common Stock allocated to participants’ accounts for which voting instructions are not timely received by the Trustee. These shares are collectively referred to as non-directed shares. Each participant who gives the Trustee such an instruction acts as a named fiduciary for the applicable plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Your vote must be received by our proxy tabulator, Corporate Election Services (“CES”), before 6:00 a.m. (EST) on Tuesday, January 23, 2018.

Can a plan participant vote the non-directed shares differently from shares credited to his or her account?

Yes, provided that you are a participant in the Employee Savings Plan. Any participant in the Employee Savings Plan who wishes to vote the non-directed shares differently from the shares credited to his or her account or who wishes not to vote the non-directed shares at all may do so by requesting a separate voting instruction card from CES at Corporate Election Services, P.O. Box 1150, Pittsburgh, PA 15230. Participants in the Union Plan and the ISP Plan, however, cannot direct that the non-directed shares be voted differently from the shares in their accounts.

Can I change my vote once I vote by mail, by telephone or over the Internet?

Yes. You have the right to change or revoke your proxy (1) at any time before the Annual Meeting by (a) notifying Ashland’s Secretary in writing at 50 East RiverCenter Blvd., Covington, KY 41011, (b) returning a later dated proxy card or (c) entering a later dated telephone or Internet vote; or (2) by voting in person at the Annual Meeting. Your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting. Any changes or revocations of voting instructions to the Trustee of the Employee Savings Plan, the Union Plan, the ISP Plan, or the Valvoline 401(k) Plan must be received by our proxy tabulator, CES, before 6:00 a.m. (EST) on Tuesday, January 23, 2018.

When is the deadline to vote?

If you are attending the stockholder meeting you may vote at the meeting. If you are a participant in the Employee Savings Plan, the Union Plan, the ISP Plan or the Valvoline 401(k) Plan your vote must be received by CES, before 6:00 a.m. (EST) on Tuesday, January 23, 2018. If you are a registered stockholder of Ashland as of the Record Date your vote must be received by CES before 6:00 a.m. on Thursday, January 25, 2018.

Who will count the vote?

Representatives of CES will tabulate the votes and will act as the inspector of election.

Is my vote confidential?

Yes. Your vote is confidential.

What constitutes a quorum?

As of the Record Date, 62,224,784 shares of Ashland Common Stock were outstanding and entitled to vote. A majority of the shares issued and outstanding and entitled to be voted thereat must be present in person or by proxy to constitute a quorum to transact business at the Annual Meeting. If you vote in person, by telephone, over the Internet or by returning a properly executed proxy card, you will be considered a part of that quorum. Abstentions and broker non-votes (as described below) will be treated as present for the purpose of determining a quorum.

/ efficacy usability allure integrity profitability^™

3

What vote is required for approval of each matter to be considered at the Annual Meeting?

A:

Election of directors—Under Article V of Ashland’s Certificate of Incorporation (the “Certificate”), the affirmative vote of a majority of votes cast with respect to each director nominee is required for the nominee to be elected. A majority of votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that director nominee.

Ratification of independent registered public accountants—The appointment of EY will be ratified if votes cast in its favor exceed votes cast against it.

Non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers—The non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, will be approved if the votes cast in its favor exceed the votes cast against it.

Approval of the 2018 Omnibus Plan—The 2018 Omnibus Plan will be approved if the votes cast in its favor exceed votes cast against it.

What is a broker non-vote?

A broker non-vote occurs when brokers, banks or other nominees holding shares for a beneficial owner have discretionary authority to vote on “routine” matters brought before a stockholder meeting, but the beneficial owner of the shares fails to provide the broker, bank or other nominee with specific instructions on how to vote any “non-routine” matters brought to a vote at the stockholders meeting. Each of the proposals included in this proxy statement (other than the proposal to ratify the appointment of EY as Ashland’s independent registered public accountant) is a “non-routine” matter. Consequently, if you do not submit any voting instructions to your broker, bank or other nominee, your broker, bank or other nominee may exercise its discretion to vote your shares on the proposal to ratify the appointment of EY, but your shares will constitute broker non-votes on each of the other proposals.

How will broker non-votes and abstentions be treated?

Ashland will treat broker non-votes as present to determine whether or not there is a quorum at the Annual Meeting, but they will not be treated as entitled to vote on any “non-routine” matters. Abstentions will also be treated as present for the purpose of determining quorum but as unvoted shares for the purpose of determining the approval of any matter submitted for a vote. This means that broker non-votes and abstentions will have no effect on whether any of the proposals pass.

Where can I find the voting results of the meeting?

We intend to announce preliminary voting results at the Annual Meeting. We will report the final results on a Current Report on Form 8-K filed with the SEC no later than January 31, 2018. You can obtain a copy of the Form 8-K from our website at http://investor.ashland.com, by calling the SEC at 1-800-SEC-0330 for the location of the nearest public reference room or through the SEC’s EDGAR system at http://www.sec.gov.

Important Notice regarding the availability of Proxy Materials for the

Annual Meeting to be held on January 25, 2018.

This Proxy Statement and Ashland’s 2017 Annual Report to Stockholders are available at

www.ashland.com/proxy.

/ efficacy usability allure integrity profitability^™

4

Name and Address of Beneficial Owner

BlackRock, Inc.

55 East 52nd Street

New York, New York 10022

The Vanguard Group

100 Vanguard Blvd.

Malvern, Pennsylvania 19355

T. Rowe Price Associates, Inc.

100 East Pratt Street

Baltimore, Maryland 21202

Based on 62,142,622 shares of Ashland Common Stock outstanding as of October 31, 2017.

Based upon information contained in the Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on January 19, 2017, BlackRock beneficially owned 5,439,385 shares of Ashland Common Stock as of December 31, 2016, with sole voting power over 4,975,851 shares, shared voting power over no shares, sole dispositive power over 5,439,385 shares and shared dispositive power over no shares. BlackRock reported its beneficial ownership on behalf of itself and the following direct and indirect subsidiaries and affiliates: BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock Advisors (UK) Limited; BlackRock Advisors, LLC; BlackRock Asset Management Canada Limited; BlackRock Asset Management Ireland Limited; BlackRock Asset Management North Asia Limited; BlackRock Asset Management Schweiz AG; BlackRock Capital Management Inc.; BlackRock Financial Management, Inc.; BlackRock Fund Advisors; BlackRock Fund Managers Ltd; BlackRock Institutional Trust Company, N.A.; BlackRock International Limited; BlackRock Investment Management (Australia) Limited; BlackRock Investment Management (UK) Ltd; BlackRock Investment Management, LLC; BlackRock Japan Co Ltd; and BlackRock Life Limited.

Based upon information contained in the Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC on February 9, 2017, Vanguard beneficially owned 5,042,790 shares of Ashland Common Stock as of December 31, 2016, with sole voting power over 53,661 shares, shared voting power over 12,799 shares, sole dispositive power over 4,979,697 shares and shared dispositive power over 63,093 shares. Vanguard reported its beneficial ownership on behalf of itself and the following wholly owned subsidiaries: Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd.

Based upon information contained in the Schedule 13G/A filed by T. Rowe Price Associates, Inc. (“T. Rowe Price”) with the SEC on May 10, 2017, T. Rowe Price beneficially owned 4,346,443 shares of Ashland Common Stock as of April 30, 2017, with sole voting power over 1,682,315 shares, shared voting power over no shares, sole dispositive power over 4,346,443 shares and shared dispositive power over no shares.

/ efficacy usability allure integrity profitability^™

5

Name of Beneficial Owner

William A. Wulfsohn

J. Kevin Willis

Peter J. Ganz

Anne T. Schumann

J. William Heitman

Luis Fernandez-Moreno^

Brendan M. Cummins

William G. Dempsey

Jay V. Ihlenfeld

Susan L. Main

Jerome A. Peribere*

Barry W. Perry

Mark C. Rohr

George A. Schaefer, Jr.**

Janice J. Teal

Michael J. Ward

Kathleen Wilson-Thompson

All directors and executive officers as a group (18 people)

Mr. Fernandez-Moreno left Ashland on February 28, 2017, and is no longer an executive officer of Ashland.

Mr. Peribere is a director nominee and does not beneficially own any shares of Ashland Common Stock.

Consistent with Ashland’s mandatory retirement policy set forth in the Corporate Governance Guidelines, the Governance and Nominating Committee and the Board determined not to nominate Mr. Schaefer for re-election to Ashland’s Board.

Includes shares of Ashland Common Stock held under the Employee Savings Plan and/or the Valvoline 401(k) Plan by executive officers: as to Mr. Willis, 17,322 shares; as to Ms. Schumann, 1,316 shares; as to Mr. Heitman, 326 shares; and as to all executive officers as a group, 19,815 shares. Participants can vote the Employee Savings Plan and the Valvoline 401(k) Plan shares.

/ efficacy usability allure integrity profitability^™

6

Includes grants of restricted stock units and restricted stock units acquired from the fiscal 2015-2017 Long Term Incentive Performance Plan to executive officers that vest within 60 days of October 31, 2017, and common stock units and/or restricted stock units (share equivalents) held by executive officers in the Ashland Common Stock Fund under Ashland’s non-qualified deferred compensation plans for employees (the “Employees’ Deferral Plan”) or by directors under the non-qualified deferred compensation plans for non-employee directors (the “Directors’ Deferral Plan”): as to Mr. Wulfsohn, 13,118 units; as to Mr. Willis, 44,124 units; as to Mr. Ganz, 9,360 units; as to Ms. Schumann, 5,384 units; as to Mr. Heitman, 3,639 units; as to Mr. Fernandez-Moreno, 0 units; as to Mr. Dempsey, 861 units; as to Mr. Perry, 53,910 units; as to Mr. Rohr, 49,740 units; as to Mr. Schaefer, 53,910 units; as to Dr. Teal, 15,313 units; as to Mr. Ward, 127,895 units; and as to all directors and executive officers as a group, 379,110 units. Mr. Cummins, as a non-U.S. resident, is not eligible to defer U.S.-based compensation and therefore holds 14,786 restricted stock units directly and not through the Directors’ Deferral Plan.

Includes shares of Ashland Common Stock with respect to which the executive officers have the right to acquire beneficial ownership within 60 calendar days after October 31, 2017, through the exercise of stock appreciation rights (“SARs”): as to Mr. Wulfsohn, 24,319 shares; as to Mr. Willis, 21,100 shares; as to Mr. Ganz, 25,726 shares; as to Ms. Schumann, 2,145 shares; as to Mr. Heitman, 8,498 shares; as to Mr. Fernandez-Moreno, 0 shares; and as to all directors and executive officers as a group, 83,548 shares through SARs. All SARs included in this table are reported on a net basis based on the closing price for Ashland Common Stock as reported on the New York Stock Exchange (“NYSE”) Composite Tape on October 31, 2017. All SARs are stock settled and are not issued in tandem with an option.

Includes restricted shares of Ashland Common Stock: as to Mr. Wulfsohn, 37,577 shares; as to Mr. Willis, 19,803 shares; as to Mr. Ganz, 17,075 shares; as to Ms. Schumann, 8,593 shares; as to Mr. Heitman, 460 shares; as to Mr. Fernandez-Moreno, 0 shares; and as to all executive officers as a group, 83,732 shares.

Includes 1,883 restricted shares of Ashland Common Stock for each of the non-employee directors, except for Mr. Cummins who received 1,883 restricted stock units in lieu of 1,883 restricted shares (discussed in footnote 2 above).

/ efficacy usability allure integrity profitability^™

7

/ efficacy usability allure integrity profitability^™

8

The Board of Directors unanimously recommends a vote FOR the following nominees
at the 2018 Annual Meeting: Brendan M. Cummins, William G. Dempsey, Jay V. Ihlenfeld,
Susan L. Main, Jerome A. Peribere, Barry W. Perry, Mark C. Rohr, Janice J. Teal,
Michael J. Ward, Kathleen Wilson-Thompson and William A. Wulfsohn

/ efficacy usability allure integrity profitability^™

9

  BRENDAN M. CUMMINS

Principal Occupation:

Former Consultant to

The Valence Group; Former

Chief Executive Officer of

Ciba Specialty Chemicals

Director Since: 2012

Age: 66

Professional Experience:

Mr. Cummins served as a global strategic advisor to, and on the senior executive panel of, The Valence Group, a specialist mergers and acquisitions firm, from 2010 until May 2012. Prior to that position, Mr. Cummins served as Chief Executive Officer for Ciba Specialty Chemicals (“Ciba”) from 2007 to 2008 and as Chief Operating Officer from 2005 to 2007. From 1974 to 2005, Mr. Cummins held a variety of international and senior management positions with Ciba.

Education:

Mr. Cummins is an Associate and Fellow of the Institute of Company Accountants, is a Fellow of the Association of International Accountants and received a Diploma in Company Direction from the Institute of Directors in 2010. He also completed a management development program at Harvard in 1989.

Other Company Boards:

Mr. Cummins serves as a board member of Perstorp Group of Sweden and is a member of the Remuneration Committee, and serves on the boards of Tom Murphy Car Sales Ltd in Ireland and Nanoco Group PLC based in Manchester UK where he is a member of the Audit Committee and the Remuneration Committee. He served until February 2014 as a board member of SolarPrint Ltd.

Non-Profit Boards:

Mr. Cummins currently serves as a board member of Respond Support Ireland, a community support charity organization. He also served as Chairman of The Viking Trust Ltd in Waterford City, Ireland from 2012 until July 2016, and as Chair of the Audit Committee and member of the Planning Committee of Waterford City and County Council until the first quarter of 2016.

Director Qualifications:

As the former Chief Executive Officer of a major chemical company and a chemical industry consultant, Mr. Cummins brings significant management and chemical industry experience and knowledge to the Board in the areas of international business operations, accounting and finance, risk oversight, environmental compliance and corporate governance.

Board Committees:

*       Audit

*       Governance and Nominating (Chair)

/ efficacy usability allure integrity profitability^™

10

  WILLIAM G. DEMPSEY

Principal Occupation:

Former Executive Vice

President of Global Pharmaceuticals at Abbott Laboratories

Director Since: 2016

Age: 66

Professional Experience:

Mr. Dempsey held various executive positions with Abbott Laboratories from 1982 until 2007, including, Executive Vice President of Global Pharmaceuticals from 2006, Senior Vice President of Pharmaceutical Operations from 2003 and Senior Vice President of International Operations from 1999. He has previously served as Chairman of the International Section of the Pharmaceutical Research and Manufacturers of America (PhRMA) and as Chairman of the Accelerating Access Initiative, a cooperative public-private partnership of UNAIDS, the World Bank, and six research-based pharmaceutical companies.

Education:

Mr. Dempsey holds a Bachelor of Science degree in accounting from DePaul University.

Public Company Boards:

Mr. Dempsey currently serves as a Director of Hill-Rom Holdings, Inc. since 2014, where he is a member of the Audit Committee. In the past five years, Mr. Dempsey has served on the boards of Landauer, Inc., Hospira, Inc. and Nordion Inc.

Non-Profit Boards:

Mr. Dempsey is a member of the Board of Trustees for the Guadalupe Center in Immokalee Florida.

Director Qualifications:

As former Executive Vice President of Global Pharmaceuticals at a public company, Mr. Dempsey brings significant experience within the pharmaceutical industry, as well as knowledge in the areas of finance, accounting, international operations and corporate governance. He also brings significant experience gained from service on the boards of other public companies.

Board Committees:

*       Audit

*       Environmental, Health, Safety and Quality

*       Governance and Nominating

/ efficacy usability allure integrity profitability^™

11

  JAY V. IHLENFELD

Principal Occupation:

Former Senior Vice President

of 3M Company

Director Since: 2017

Age: 66

Professional Experience:

Dr. Ihlenfeld served as the Senior Vice President, Asia Pacific, for 3M Company, a leader in technology and innovation from 2006 until his retirement in 2012. Dr. Ihlenfeld has held various leadership positions during his 33-year career at 3M Company, including Senior Vice President, Research and Development from 2002 to 2006, Vice President of its Performance Materials business and Executive Vice President of its Sumitomo/3M business in Japan.

Education:

Dr. Ihlenfeld holds a Bachelor of Science degree in chemical engineering from Purdue University and a Ph.D. in chemical engineering from the University of Wisconsin.

Public Company Boards:

Dr. Ihlenfeld is a director of Celanese Corporation, where he serves on the Compensation and Management Development Committee and is the chair of the Environmental, Health, Safety and Public Policy Committee.

Non-Profit Boards:

Dr. Ihlenfeld is a director of the Minnesota Orchestra.

Director Qualifications:

As a former Senior Vice President of a global science company, Dr. Ihlenfeld brings significant management and chemical industry experience to the Board, as well as knowledge in the areas of international operations, leadership development and succession, environmental compliance and safety, risk oversight and M&A evaluation. He also brings significant experience gained from service on the board of directors of another public company.

Board Committees:

*       Compensation

*       Environmental, Health, Safety and Quality

  SUSAN L. MAIN

Principal Occupation:

Senior Vice President and Chief Financial Officer of

Teledyne Technologies Incorporated

Director Since: 2017

Age: 59

Professional Experience:

Ms. Main is Senior Vice President and Chief Financial Officer of Teledyne Technologies, a leading provider of sophisticated instrumentation, digital imaging products and software, aerospace and defense electronics, and engineered systems, since November 2012. Prior to that, she was Vice President and Controller of Teledyne, a position she held for eight years. From 1999-2004, Ms. Main served as Vice President and Controller for Water Pik Technologies, Inc. She also held numerous financial roles at the former Allegheny Teledyne Incorporated in its government, industrial and commercial segments.

Education:

Ms. Main holds a bachelor’s degree from California State University, Fullerton.

Director Qualifications:

As the Senior Vice President and Chief Financial Officer of a public company, Ms. Main brings significant management and public company financial experience and knowledge to the Board in the areas of finance, accounting, operations, risk oversight and corporate governance.

Board Committees:

*       Audit

*       Governance and Nominating

/ efficacy usability allure integrity profitability^™

12

  JEROME A. PERIBERE

Principal Occupation:

President and Chief

Executive Officer of

Sealed Air Corporation

Age: 63

Professional Experience:

Mr. Peribere is the President and Chief Executive Officer of Sealed Air Corporation (“Sealed Air”) since March 2013. As announced in September 2017, Mr. Peribere plans to retire from Sealed Air at the end of December 2017. Prior to such position, he served as the President and Chief Operating Officer of Sealed Air. Prior to joining Sealed Air, Mr. Peribere worked at The Dow Chemical Company (“Dow”) from 1977 through August 2012. Mr. Peribere served in multiple managerial roles with Dow, most recently as Executive Vice President of Dow and President and Chief Executive Officer, Dow Advanced Materials, a unit of Dow, from 2010 through August 2012.

Education:

Mr. Peribere graduated with a degree in business economics and finance from the Institut D’Etudes Politiques in Paris, France.

Public Company Boards:

Mr. Peribere currently serves as a director of Sealed Air and as a board member of Xylem Inc. where he serves on the Finance, Innovation & Technology Committee and the Leadership Development and Compensation Committee. Mr. Peribere previously served as a director of BMO Financial Corporation.

Director Qualifications:

As the current President and Chief Executive Officer of Sealed Air and former Executive Vice President of Dow and President and Chief Executive Officer of Dow Advanced Materials, Mr. Peribere brings significant management and chemical industry experience and knowledge to the Board in the areas of finance, international business operations, safety, environmental compliance, risk oversight and corporate governance. He also brings significant experience gained from service on the board of directors of other public companies.

  BARRY W. PERRY

Principal Occupation:

Former Chairman and Chief

Executive Officer of

Engelhard Corporation

Director Since: 2007

Age: 71

Lead Independent Director

Professional Experience:

Mr. Perry served as Chairman and Chief Executive Officer of Engelhard Corporation from January 2001 to June 2006. Prior to that position, he held various management positions with Engelhard Corporation beginning in 1993. From 1991 to 1993, Mr. Perry was a Group Vice President of Rhone-Poulenc. Prior to joining Rhone-Poulenc, he held a number of executive positions with General Electric Company.

Education:

Mr. Perry holds a Bachelor of Science degree in plastics engineering from the University of Massachusetts.

Public Company Boards:

Mr. Perry is the Lead Director of Arrow Electronics, Inc., where he serves on the Compensation Committee, and a director of Albemarle Corporation, where he serves on the Executive Compensation Committee and chairs the Health, Safety and Environment Committee. Mr. Perry previously served on the Board of Directors of Cookson Group PLC.

Director Qualifications:

As the former Chairman of the Board and Chief Executive Officer of a leading chemical company, Mr. Perry brings significant management and chemical industry experience and knowledge to the Board in the areas of finance, accounting, international business operations, safety, environmental compliance, risk oversight and corporate governance. He also brings significant experience gained from service on the board of directors of other public companies.

Board Committees:

*       Compensation (Chair)

*       Governance and Nominating

/ efficacy usability allure integrity profitability^™

13

  MARK C. ROHR

Principal Occupation:

Chairman and Chief

Executive Officer of

Celanese Corporation

Director Since: 2008

Age: 66

Professional Experience:

Mr. Rohr is Chairman and Chief Executive Officer of Celanese Corporation, a technology and specialty materials company. He has served in these roles since April 2012. Prior to that position, he held several executive positions with Albemarle Corporation, a specialty chemical company, including Executive Chairman of the Board (2011-2012), Chairman of the Board (2008-2011), Chief Executive Officer (2002-2011) and President (2000-2010). Before joining Albemarle, he served with Occidental Chemical Corporation as Senior Vice President.

Education:

Mr. Rohr holds Bachelor of Science degrees in chemistry and chemical engineering from Mississippi State University.

Public Company Boards:

Within the past five years, Mr. Rohr has served as the Executive Chairman and Chairman of the Board of Albemarle Corporation.

Non-Profit Boards:

Mr. Rohr serves on the Executive Committee of the American Chemistry Council and the Advisory Board of Mississippi State University College of Arts and Sciences. He is the Chair of City Year Dallas, serves on the boards of Commit! and the Holdsworth Center, both focused on addressing the needs of public education, and is the past campaign chair of United Way Metropolitan Dallas.

Director Qualifications:

As a current Chairman and Chief Executive Officer of a leading technology and specialty materials company and former Chairman of the Board and Chief Executive Officer of a leading chemical company, Mr. Rohr brings significant management and chemical industry experience and knowledge to the Board in the areas of finance, accounting, international business operations, safety, environmental compliance, risk oversight and corporate governance. He also brings significant experience gained from service on the board of directors of other public companies.

Board Committees:

*       Audit

*       Environmental, Health, Safety and Quality

/ efficacy usability allure integrity profitability^™

14

  JANICE J. TEAL

Principal Occupation:

Former Group Vice

President and Chief

Scientific Officer for

Avon Products Inc.

Director Since: 2012

Age: 65

Professional Experience:

Dr. Teal served as the Group Vice President and Chief Scientific Officer for Avon Products Inc., a direct seller of beauty and related products, from January 1999 to May 2010. Prior to that position, Dr. Teal served as Vice President of the Avon Skin Care Laboratories, where she led the bioscience research and skin care teams.

Education:

Dr. Teal holds a doctorate degree and a Master of Science degree in Pharmacology from Emory University Medical School, a Pharmacy Degree from Mercer University and was a Post-Doctoral Fellow at the New York University Medical Center Institute of Environmental Medicine.

Public Company Boards:

From 2003 until 2011, Dr. Teal served on the Board of Directors of Arch Chemicals, Inc., where she served on the Audit Committee and the Corporate Governance Committee.

Director Qualifications:

As former Group Vice President and Chief Scientific Officer of a leading personal care company, Dr. Teal brings significant scientific and personal care industry experience and knowledge to the Board in the areas of research and development, marketing, safety and risk oversight. She also brings significant experience gained from service on the board of directors of another public chemical company.

Board Committees:

*       Environmental, Health, Safety and Quality (Chair)

*       Compensation

/ efficacy usability allure integrity profitability^™

15

  MICHAEL J. WARD

Principal Occupation:

Retired Chairman of the Board

and Chief Executive

Officer of CSX

Corporation

Director Since: 2001

Age: 67

Professional Experience:

Mr. Ward is the retired Chairman of the Board and Chief Executive Officer of CSX Corporation, a transportation supplier, where he served in that position from 2003 to 2017. Prior to that position, he was President of CSX Transportation, the corporation’s rail unit.

Education:

Mr. Ward holds a Bachelor of Science degree from the University of Maryland and a Masters in Business Administration from the Harvard Business School.

Public Company Boards:

Since January 2016, Mr. Ward has served on the Board of Directors of the PNC Financial Services Group, Inc., where he serves on the Nominating and Governance Committee and Personnel and Compensation Committee. From January 2003 until May 2017, Mr. Ward served as Chairman of the Board of Directors of CSX Corporation, where he also served as Chairman of the Executive Committee. In September 2017, Mr. Ward joined the Board of Contura Energy, where he serves on the Compensation Committee, the Nominating and Corporate Governance Committee and the Safety, Health, and Environmental Committee.

Non-Profit Boards:

Mr. Ward is the Chair of City Year Jacksonville, the Hubbard House Foundation and Edward Waters College Foundation. He is also on the Boards of the United Way of Northeast Florida, and One Love. He is a trustee of the Michael Ward and Jennifer Glock Foundation.

Director Qualifications:

As a retired Chairman of the Board and Chief Executive Officer of a major transportation company, Mr. Ward brings significant experience and knowledge to the Board in the areas of finance, accounting, business operations, safety, environmental compliance, risk oversight and corporate governance. He also brings significant experience gained from service on the board of directors of another public company.

Board Committees:

*       Governance and Nominating

*       Compensation

/ efficacy usability allure integrity profitability^™

16

  KATHLEEN WILSON-THOMPSON

Principal Occupation:

Executive Vice President and Global Chief Human Resources Officer of Walgreens Boots Alliance Inc.

Director Since: 2017

Age: 60

Professional Experience:

Ms. Wilson-Thompson is Executive Vice President and Global Chief Human Resources Officer at Walgreens Boots Alliance Inc., the largest retail pharmacy, health and daily living destination across the USA and Europe. Prior to this, she was Senior Vice President and Chief Human Resources Officer for Walgreens since 2010. Prior to her role at Walgreens, she held several positions of increasing responsibility in the operations and legal departments at Kellogg Company. She left Kellogg as Senior Vice President of Global Human Resources to join Walgreens. She also worked as Vice President and Staff Counsel of litigation and banking law for Michigan National Corporation.

Education:

Ms. Wilson-Thompson holds a bachelor’s degree from the University of Michigan, and a Juris Doctorate and an LLM, Master of Laws, in corporate and finance law from Wayne State University.

Public Company Boards:

Ms. Wilson-Thompson has served as a director of Vulcan Materials Company since 2009, and currently is the chair of the Safety, Health and Environmental Committee and serves on the Compensation Committee.

Non-Profit Boards:

Ms. Wilson-Thompson serves on the University of Michigan Alumni Association, is on the boards of the Skills for Chicagoland’s Future, the Chicago Children’s Choir and the Taylor Wilson Thompson Family Foundation, and is a trustee for the NAACP Foundation.

Director Qualifications:

As the current Executive Vice President and Global Chief Human Resources Officer of a large retail pharmacy company, Ms. Wilson-Thompson brings significant experience and knowledge to the Board in the areas of business operations, safety, executive compensation, risk oversight and corporate governance. She also brings significant experience gained from service on the board of directors of another public company.

Board Committees:

*       Environmental, Health, Safety and Quality

*       Compensation

/ efficacy usability allure integrity profitability^™

17

  WILLIAM A. WULFSOHN

Principal Occupation:

Chairman of the Board and

Chief Executive Officer of

Ashland Global Holdings Inc.

Director Since: 2015

Age: 55

Professional Experience:

Mr. Wulfsohn is Ashland’s Chairman of the Board and Chief Executive Officer. Prior to this position, Mr. Wulfsohn served as President and Chief Executive Officer of Carpenter Technology Corporation from July 2010 to December 2014. Mr. Wulfsohn also served as a Director for Carpenter Technology Corporation beginning in April 2009. Prior to joining Carpenter Technology Corporation, Mr. Wulfsohn served as Senior Vice President, Industrial Coatings at PPG Industries. Before joining PPG Industries, Mr. Wulfsohn served as Vice President and General Manager for Honeywell International. Previously, Mr. Wulfsohn worked for Morton International/Rohm & Haas, beginning as a director of marketing and subsequently as Vice President and Business Director. Mr. Wulfsohn began his professional career with McKinsey & Company.

Education:

Mr. Wulfsohn holds a chemical engineering degree from the University of Michigan and a Masters of Business Administration degree from Harvard University.

Public Company Boards:

Mr. Wulfsohn is a director of PolyOne Corporation, where he serves on the Audit and Compensation Committees and is a director of Valvoline Inc. Valvoline has announced that Mr. Wulfsohn will not be standing for re-election at the January 2018 Valvoline Annual Shareholder Meeting. Within the past five years, Mr. Wulfsohn also served as the non-executive chairman of Valvoline Inc. and on the Board of Directors of Carpenter Technology Corporation.

Director Qualifications:

As the Chairman and Chief Executive Officer of Ashland and as the former President and Chief Executive Officer of Carpenter Technology Corporation, a leading specialty materials company, Mr. Wulfsohn brings significant experience and knowledge to the Board in the areas of finance, accounting, business operations, management, manufacturing, safety, environmental compliance, risk oversight and corporate governance. Also, as former Senior Vice President of Industrial Coatings at PPG Industries and an executive at other chemical companies, Mr. Wulfsohn brings considerable specialty chemicals management and manufacturing experience to the Board. He also brings significant experience gained from service on the board of directors of other public companies.

/ efficacy usability allure integrity profitability^™

18

Name

Brendan M. Cummins

William G. Dempsey

Jay V. Ihlenfeld*

Stephen F. Kirk**

Susan L. Main***

Vada O. Manager**

Barry W. Perry

Mark C. Rohr

George A. Schaefer, Jr.****

Janice J. Teal

Michael J. Ward

Kathleen Wilson-Thompson***

Dr. Ihlenfeld joined Ashland’s Board on January 26, 2017.

Messrs. Kirk and Manager ended their service on the Ashland Board in January 2017 and now serve on the Board of Valvoline.

Ms. Main and Ms. Wilson-Thompson joined Ashland’s Board on July 19, 2017.

Consistent with Ashland’s mandatory retirement policy set forth in the Corporate Governance Guidelines, the G&N Committee and the Board determined not to nominate Mr. Schaefer to stand for re-election to the Board.

For fiscal 2017, Messrs. Manager, Perry and Ward and Dr. Teal deferred all or a portion of their fees into the Directors’ Deferral Plan. Mr. Manager deferred $2,875, Mr. Perry deferred $113,750, Dr. Teal deferred $115,000, and Mr. Ward deferred $100,000.

/ efficacy usability allure integrity profitability^™

19

The values in column (c) represent the aggregate grant date fair value of restricted stock unit awards granted in fiscal 2017 computed in accordance with FASB ASC Topic 718. These restricted stock unit awards do not require assumptions in computing their grant date fair value under generally accepted accounting principles. The number of restricted stock unit awards received is rounded to the nearest whole share. Other than Mr. Cummins, Ms. Main and Ms. Wilson-Thompson, each non-employee director received a grant of 1,781 restricted stock units of Ashland Common Stock in the Directors’ Deferral Plan on January 26, 2017. Mr. Cummins received a grant of 1,781 restricted stock units directly on January 26, 2017. The grant date fair value per share of each restricted stock unit was $61.72 per share of Ashland Common Stock. Dr. Ihlenfeld joined the Board on January 26, 2017 and in addition to the restricted stock units, also received an initial grant of 1,883 restricted shares with a grant date fair value of $116,250, which was based on the grant date fair value of $61.72 per share of Ashland stock. Ms. Main and Ms. Wilson-Thompson joined the Board in July and received a pro-rated grant of 823 restricted stock units, with a grant date fair value of $66.88 per share, the closing price of Ashland Common Stock on the NYSE on July 19, 2017, the date of the grant. Upon joining the Board, Ms. Main and Ms. Wilson-Thompson received 1,883 restricted shares of Ashland Common Stock with a grant date fair value of $125,935, which was based on the closing price of Ashland Common Stock on the date of grant of $66.88.

For Mr. Schaefer, this amount includes a charitable match. For Messrs. Kirk and Manager, this amount includes fees in the amount of $37,056 for their service on the Valvoline Board from October 1, 2016 through January 26, 2017 (their last day on the Ashland Board). They also received (a) an initial grant of 4,937 shares of Valvoline restricted stock with a grant date fair value per share of $23.21 and (b) a pro-rated portion of their annual Valvoline restricted stock unit grant equal to 1,561 Valvoline restricted stock units, with a grant date fair value per share of $23.21.

Name

Brendan M. Cummins

William G. Dempsey

Jay V. Ihlenfeld

Susan L. Main

Barry W. Perry

Mark C. Rohr

George A. Schaefer, Jr.

Janice J. Teal

Michael J. Ward

Kathleen Wilson Thompson

/ efficacy usability allure integrity profitability^™

20

Includes credit for reinvested dividends allocated since the grant date for all directors. For all directors other than Mr. Cummins, the restricted stock units vest one year after date of grant. Mr. Cummins’s restricted stock units vest as described below under “Restricted Shares/Units” of this proxy statement.

/ efficacy usability allure integrity profitability^™

21

/ efficacy usability allure integrity profitability^™

22

Ashland has adopted Corporate Governance Guidelines. These guidelines provide the framework for the Board of Directors’ governance of Ashland and include a general description of the Board’s purpose, director qualification standards, retirement and resignation policies and other responsibilities. The Corporate Governance Guidelines require that at least two-thirds of Ashland’s directors be independent, as defined by Ashland’s Director Independence Standards (the “Standards”), which incorporate the independence requirements of the SEC rules and the listing standards of the NYSE.

Ashland also requires compliance with its global code of conduct which applies to all of Ashland’s directors and employees, including the principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The global code of conduct promotes honest and ethical conduct, compliance with applicable laws, rules and regulations, prompt reporting of violations of the code and full, fair, accurate, timely and understandable disclosure in reports filed with the SEC. Ashland intends to post any amendments or waivers of the code (to the extent applicable to Ashland’s directors and executive officers) on Ashland’s website or in a Current Report on Form 8-K.

Each of Ashland’s Board Committees has adopted a charter defining its respective purposes and responsibilities.

Only independent directors, as defined in the Standards, may serve on the Audit Committee, G&N Committee, Compensation Committee and Environmental, Health, Safety and Quality Committee (the “EHS&Q Committee”) of the Board.

The Board, and each Committee of the Board, has the authority to engage independent consultants and advisors.

Coordinates with the Chairman of the Board to determine the appropriate schedule of meetings;

Places any item he or she determines is appropriate on the Board’s agenda;

Directs that specific materials be included in Board mailings and works with the G&N Committee, as appropriate, to assess the quality, quantity and timeliness of the flow of information from management to the Board;

/ efficacy usability allure integrity profitability^™

23

Directs the retention of consultants and advisors to report directly to the Board;

Coordinates with the G&N Committee to oversee compliance with Ashland’s Corporate Governance Guidelines and to recommend appropriate revisions thereto;

Coordinates and develops the agenda for, and moderates executive sessions of, the Board’s independent directors and acts as principal liaison between the independent directors and the Chairman of the Board and Chief Executive Officer on sensitive matters; and

Works with the G&N Committee to recommend the membership of the various Board Committees and Committee Chairs.

Ensure that the Company’s executive compensation programs are competitive, support organizational objectives and stockholder interests, and emphasize the pay for performance linkage;

Review, evaluate and approve on an annual basis, the goals and objectives of the Chief Executive Officer. The Compensation Committee annually evaluates the Chief Executive Officer’s performance in light of these established goals and objectives, and based on these evaluations, the Compensation Committee sets the Chief Executive Officer’s annual compensation, including base salary, annual incentives and long-term incentives;

Review and approve compensation of all key senior executives and certain elected corporate officers; and

Approve any employment agreements, consulting arrangements, severance or retirement arrangements, change in control agreements, and/or any special or supplemental benefits or provisions covering any current or former executive officer of Ashland.

Recommendations of the Chief Executive Officer and the Chief Human Resources and Information Technology Officer regarding potential changes to named executive officer compensation based on performance, competitiveness, personnel and organizational changes, regulatory issues, strategic initiatives and other matters;

Information provided by the Human Resources function at Ashland; and

Advice of an outside, independent, executive compensation consultant on all aspects of executive compensation, including comparison to the practices and executive compensation levels of peer and general industry companies.

/ efficacy usability allure integrity profitability^™

24

/ efficacy usability allure integrity profitability^™

25

/ efficacy usability allure integrity profitability^™

26

Compensation to a director or executive officer which is or will be disclosed in Ashland’s proxy statement;

Compensation to an executive officer which is approved by the Compensation Committee and would have been disclosed in Ashland’s proxy statement if the executive officer was a “named executive officer”;

A transaction in which the rates or charges involved are determined by competitive bids, or which involves common, contract carrier or public utility services at rates or charges fixed in conformity with law or governmental authority;

A transaction that involves services as a bank depository of funds, transfer agent, registrar, indenture trustee or similar services; and

A transaction in which the related person’s interest arises solely from the ownership of Ashland Common Stock and all stockholders receive the same benefit on a pro rata basis.

/ efficacy usability allure integrity profitability^™

27

/ efficacy usability allure integrity profitability^™

28

as to each stockholder proposing a nominee and any Stockholder Associated Person (as defined below),

the class or series and number of shares of stock directly or indirectly held of record and beneficially by the stockholder proposing such business or Stockholder Associated Person,

the date such shares of stock were acquired,

a description of any agreement, arrangement or understanding, direct or indirect, with respect to such business between or among the stockholder proposing such business, any Stockholder Associated Person or any others (including their names) acting in concert with any of the foregoing,

a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions and borrowed or loaned shares) that has been entered into, directly or indirectly, as of the date of such stockholder’s notice by, or on behalf of, the stockholder proposing such business or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the stockholder proposing such business or any Stockholder Associated Person with respect to shares of stock of Ashland (a “Derivative”),

a description in reasonable detail of any proxy (including revocable proxies), contract, arrangement, understanding or other relationship pursuant to which the stockholder proposing such business or Stockholder Associated Person has a right to vote any shares of stock of Ashland,

any rights to dividends on the stock of Ashland owned beneficially by the stockholder proposing such business or Stockholder Associated Person that are separated or separable from the underlying stock of Ashland,

any proportionate interest in stock of Ashland or Derivatives held, directly or indirectly, by a general or limited partnership in which the stockholder proposing such business or Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and

any performance-related fees (other than an asset-based fee) that the stockholder proposing such business or Stockholder Associated Person is entitled to, based on any increase or decrease in the value of stock of Ashland or Derivatives thereof, if any, as of the date of such notice (sections (i) through (viii) above, the “Stockholder Information”);

as to each stockholder proposing such nominee, the name and address of (i) any other beneficial owner of stock of Ashland that are owned by such stockholder and (ii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the stockholder or such beneficial owner (each, a “Stockholder Associated Person”);

the name and address of each stockholder proposing such nominee, as they appear on Ashland’s books;

the name and address of the person or persons to be nominated;

a representation that the stockholder is a holder of record of stock of Ashland entitled to vote in the election of directors and intends to appear in person or by proxy at the meeting;

/ efficacy usability allure integrity profitability^™

29

a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder;

a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the stockholder and any Stockholder Associated Person or any of their respective affiliates or associates or other parties with whom they are acting in concert, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder, Stockholder Associated Person or any person acting in concert therewith, were the “registrant” for purposes of such rule and each nominee were a director or executive of such registrant;

such other information regarding each nominee proposed by such stockholder and Stockholder Associated Persons as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had each nominee been nominated, or intended to be nominated, by the Board and a completed signed questionnaire, representation and agreement required by Section 3.02(c) of the Ashland By-laws;

a representation as to whether such stockholder intends (a) to deliver a proxy statement and form of proxy to holders of at least the percentage of Ashland’s outstanding capital stock required to approve the nomination or (b) otherwise to solicit proxies from stockholders in support of such nomination;

a representation that the stockholder shall provide any other information reasonably requested by Ashland; and

the executed written consent of each nominee to serve as a director of Ashland if so elected.

/ efficacy usability allure integrity profitability^™

30

 Audit

Environmental, Health,
Safety and Quality

Governance and

Nominating

Compensation

 Brendan M. Cummins

 William G. Dempsey

 Susan L. Main**

 Mark C. Rohr

 George A. Schaefer, Jr. *^

Chair

Susan L. Main joined the Ashland Board on July 19, 2017.

Kathleen Wilson-Thompson joined the Ashland Board on July 19, 2017.

Consistent with Ashland’s mandatory retirement policy set forth in the Corporate Governance Guidelines, the G&N Committee and the Board determined not to nominate Mr. Schaefer to stand for re-election to the Board.

Audit Committee

Oversees Ashland’s financial reporting process, including earnings releases and the filing of financial reports.

Reviews management’s implementation and maintenance of adequate systems of internal accounting and financial controls (including internal control over financial reporting).

Evaluates the independence and performance of the independent auditors, who report directly to the Audit Committee.

Selects independent auditors based on qualification and independence and approves audit fees and services performed by independent auditors.

Reviews the effectiveness of Ashland’s legal and regulatory compliance programs.

Discusses the overall scope and plans for audits with both internal and independent auditors.

Reviews and investigates any matters pertaining to the integrity of executive management and oversees compliance by management with laws, regulations and the global code of conduct.

Establishes and maintains procedures for handling complaints regarding accounting and auditing matters.

/ efficacy usability allure integrity profitability^™

31

Reviews Ashland’s enterprise risk management policies and assessment processes.

Evaluates and recommends actions regarding significant financial issues such as capital structure, dividend policy, offerings of corporate securities, major borrowings, credit facilities, derivatives and swaps policies (including entry into swaps in reliance on the end-user exception), past audits of capital investments, capital projects, commercial commitments and merger, acquisition and divestiture activities.

Oversees funding and investment policy related to employee benefit plans.

Reviews performance and operation of internal audit, including the head of internal audit, and reviews adverse audit reports.

Reviews the Company’s information and cyber security risks and programs.

Environmental, Health, Safety and Quality Committee

Oversees and reviews Ashland’s environmental, health and safety, quality and compliance policies, programs, practices and audits and any issues, as well as competitors’ activities and industry best practices.

Oversees and reviews environmental, health and safety regulatory trends, including Ashland’s overall compliance, remediation and sustainability efforts.

Oversees and reviews product safety and quality trends, issues and concerns which affect or could affect Ashland’s product safety or quality practices, including Ashland’s overall efforts related to product safety and quality.

Oversees, reviews and receives updates on Ashland’s policies regarding environmental, health, safety and quality compliance and business continuity risks.

Reports to the Board concerning implementation of environmental, health, safety and quality compliance policies and assists the Board in assuring Ashland’s compliance with those policies.

Governance and Nominating Committee

Recommends nominees for the Board of Directors and its Committees.

Reviews suggested potential candidates for the Board.

Recommends desirable size and composition of the Board and its Committees.

Recommends to the Board programs and procedures relating to director compensation, evaluation, retention and resignation.

Reviews corporate governance guidelines, corporate charters and proposed amendments to the Certificate and By-laws of Ashland.

Reviews transactions pursuant to the Related Person Transaction Policy.

Assists the Board in ensuring the Board’s independence as it exercises its corporate governance and oversight roles.

Oversees the evaluation of the Board.

Reviews the process for succession planning for the executive management of Ashland.

Reviews all Committee charters.

Reviews and makes recommendations to address stockholder proposals.

Oversees the administration of the equity plans and awards, solely with respect to non-employee directors.

Compensation Committee

Ensures Ashland’s executive compensation programs are appropriately competitive, support organizational objectives and stockholder interests and emphasize pay for performance linkage.

/ efficacy usability allure integrity profitability^™

32

Evaluates and approves compensation and sets performance criteria for compensation programs with respect to Ashland’s Chief Executive Officer.

Evaluates and approves compensation and sets performance criteria for compensation programs for all key senior executives and elected officers.

Oversees the execution of senior management succession plans, including HR-related business continuity plans.

Approves any employment agreements, consulting arrangements, severance or retirement arrangements, change in control agreements and/or any other special or supplemental benefits covering any current or former executive officer.

Adopts, amends, terminates and performs other design functions for Ashland’s benefit plans.

Oversees the implementation and administration of Ashland’s compensation plans.

Monitors and evaluates Ashland’s compensation and benefits structure, providing guidance on philosophy, policy matters and excessive risk taking.

Oversees regulatory compliance on compensation matters, including Ashland’s policies on structuring compliance programs to preserve tax deductibility.

Oversees the preparation of the annual report on executive compensation.

Oversees the retention of compensation consultants, independent legal counsel or other advisors and determines independence of the same.

/ efficacy usability allure integrity profitability^™

33

Name

Position

William A. Wulfsohn

J. Kevin Willis

Peter J. Ganz

Anne T. Schumann

J. William Heitman

Luis Fernandez-Moreno*

Luis Fernandez-Moreno departed the company on February 28, 2017. Details of his separation arrangement can be found under the Separation Terms for NEO and Potential Payments upon Termination or Change in Control sections of this proxy statement.

/ efficacy usability allure integrity profitability^™

34

(In millions)

Sales

Specialty Ingredients

Composites

Intermediates and Solvents

Operating income (loss)

Specialty Ingredients

Composites

Intermediates and Solvents

EBITDA^

Specialty Ingredients

Composites

Intermediates and Solvents

Adjusted EBITDA*^

Specialty Ingredients

Intermediates and Solvents

There were no key items for the Composites segment.

EBITDA and Adjusted EBITDA are non-GAAP measures and are reconciled to net income for Ashland and operating income for each segment in Appendix B.

/ efficacy usability allure integrity profitability^™

35

Align the interests of management with our stockholders

To closely align the interests of management with the interests of our stockholders, a significant portion of the executive’s compensation is equity based and is linked to building long-term stockholder value through the achievement of the financial and strategic objectives of Ashland.

Provide incentive compensation that promotes desired behavior without encouraging unnecessary and excessive risk

Incentive compensation should help drive business strategy. The compensation program should encourage both the desired results and the right behaviors. It should help drive business strategy and strike a balance between short-term and long-term performance, while incorporating risk-mitigating design features to ensure that unnecessary or excessive risk are not encouraged.

Attract, retain and motivate executive talent by providing competitive levels of salary and targeted total pay

Compensation should be competitive with those organizations with which we compete for top talent.

Integrate with our performance management process of goal setting and formal evaluation

Target level goals should be aligned with the annual operating plan and be considered stretching yet achievable, based on an annual assessment of business conditions for the performance period.

/ efficacy usability allure integrity profitability^™

36

Base Salary

  Annual Incentive  

PUs

SARs

RSUs

Who Receives  

All NEOs

Form of Delivery  

/ efficacy usability allure integrity profitability^™

37

 Considerations used to choose peer group

   How we use the peer group information

 ✓ Comparable revenue size

 ✓ Global operations

 ✓ Chemical industry

 ✓ Market capitalization

✓    Input in developing base salary ranges, annual incentive targets and long-term incentive awards

✓    Assess competitiveness of total direct compensation

✓    Determining form and mix of equity

✓    Input to designing compensation plans, benefits and perquisites

/ efficacy usability allure integrity profitability^™

38

/ efficacy usability allure integrity profitability^™

39

NEO

William A. Wulfsohn

J. Kevin Willis

Peter J. Ganz

Anne T. Schumann

J. William Heitman

Luis Fernandez-Moreno**

Increase reflects performance and expanded responsibilities in connection with Ms. Schumann’s appointment as Chief Human Resources Officer

Mr. Fernandez-Moreno left the Company on February 28, 2017, and therefore was not present for the April 2017 merit increases

/ efficacy usability allure integrity profitability^™

40

Reason for Selection

Operating Income for Incentive Compensation (“OI”) = net operating income under GAAP adjusted for certain key items and management exceptions*

An indicator of Ashland’s

•      Profitability

•      Ability to optimize cash flow and stockholder value

Working Capital Efficiency (“WCE”) = (accounts receivable + inventory—accounts payable)/sales measured on a 13-month average basis

•      Focuses on three key cash flow drivers (accounts receivable, inventory, and accounts payable) and is measured as a % of sales

•      An important indicator of Ashland’s ability to optimize cash flow and value

Total Preventable Recordable Rate (“TPRR”) = rate of injuries per 100 employees in a work year

•      Reflects the importance of safety matters within Ashland

Earnings per Share (“EPS”) = GAAP earnings (loss) from continuing operations per share, adjusted for certain key items

•      An indicator of the profitability of Ashland

Relative Total Shareholder Return (“TSR”) = calculated by measuring the change in the market price of stock plus dividends paid over the performance period

•      Measures performance against our Performance Peer Group and stockholder value creation

Operating Income for Incentive Compensation is a non-GAAP measure used because we believe it facilitates a comparison of our historical operating results and shows trends in our underlying operating results. A reconciliation of this measure to results in accordance with GAAP can be found in Appendix B.

/ efficacy usability allure integrity profitability^™

41

NEO

William A. Wulfsohn

J. Kevin Willis

Peter J. Ganz

Anne T. Schumann