8-K
--09-300001674862false00016748622022-01-242022-01-24

 

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): January 24, 2022

 

 

ASHLAND GLOBAL HOLDINGS INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

333-211719

81-2587835

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

8145 Blazer Drive

 

Wilmington, Delaware

 

19808

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 302 995-3000

 

 

(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:

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $.01 per share

 

ASH

 

The New York Stock Exchange

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 24, 2022, the Board of Directors (the “Board”) of Ashland Global Holdings Inc. (“Ashland”) adopted amendments to the By-Laws (the “By-Laws”) of Ashland, effective January 24, 2022, to change the references to "Chairman of the Board" and “chairman of the meeting,” respectively to "Chair of the Board" and “chair of the meeting,” to remove gender-exclusive language.

 

The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Bylaws, as amended and restated, which are filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

In furtherance to the above amendments to the By-Laws, Mr. Guillermo Novo has formally changed his title to Chair of the Board and CEO of Ashland Global Holdings Inc.

 

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

 

At the annual meeting (“Annual Meeting”) of stockholders of Ashland Global Holdings Inc. (“Ashland”) held on January 25, 2022, a total of 52,567,726 shares of Ashland’s Common Stock, representing 92% 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

 

For

 

Abstain

Broker Non-Votes

 

Brendan M. Cummins

48,213,805

 

647,090

3,706,830

 

William G. Dempsey

48,507,126

 

353,769

3,706,830

 

Jay V. Ihlenfeld

48,670,124

 

190,771

3,706,830

 

Wetteny Joseph

48,651,346

 

209,549

3,706,830

 

Susan L. Main

48,770,212

 

90,683

3,706,830

 

Guillermo Novo

48,043,794

 

817,101

3,706,830

 

Jerome A. Peribere

48,519,308

 

341,587

3,706,830

 

Ricky C. Sandler

48,677,052

 

183,843

3,706,830

 

Janice J. Teal

47,262,158

 

1,598,737

3,706,830

 

 

Proposal 2: The appointment of Ernst & Young LLP as Ashland’s independent registered public accountants for fiscal 2022 was ratified by the stockholders by the votes set forth in the table below:

 

For

Against

Abstain

 

52,284,499

240,821

42,404

 

 

 

Proposal 3: The non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, as disclosed in Ashland’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 stockholders by the votes set forth in the table below:

 

For

 

Against

Abstain

Broker Non-Votes

47,547,363

1,205,120

108,441

3,706,830

 


Item 9.01 Financial Statements and Exhibits.

 

 (d)

 

Exhibits

 

3.1

Bylaws of Ashland Global Holdings Inc. (As Amended and Restated Effective January 24, 2022)

 

104

Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

 


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.

 

 

 

ASHLAND GLOBAL HOLDINGS INC

 

 

 

 

Date:

January 26, 2022

By:

/s/ Yvonne Winkler von Mohrenfels

 

 

 

Yvonne Winkler von Mohrenfels
Senior Vice President, General Counsel
and Secretary