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 | (Commission File Number) | (IRS Employer | ||
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8145 Blazer Drive |
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Wilmington, Delaware |
| 19808 | ||
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 302 995-3000 |
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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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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 |
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Brendan M. Cummins | 48,213,805 |
| 647,090 | 3,706,830 |
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William G. Dempsey | 48,507,126 |
| 353,769 | 3,706,830 |
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Jay V. Ihlenfeld | 48,670,124 |
| 190,771 | 3,706,830 |
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Wetteny Joseph | 48,651,346 |
| 209,549 | 3,706,830 |
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Susan L. Main | 48,770,212 |
| 90,683 | 3,706,830 |
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Guillermo Novo | 48,043,794 |
| 817,101 | 3,706,830 |
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Jerome A. Peribere | 48,519,308 |
| 341,587 | 3,706,830 |
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Ricky C. Sandler | 48,677,052 |
| 183,843 | 3,706,830 |
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Janice J. Teal | 47,262,158 |
| 1,598,737 | 3,706,830 |
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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 |
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52,284,499 | 240,821 | 42,404 |
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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.
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| ASHLAND GLOBAL HOLDINGS INC |
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Date: | January 26, 2022 | By: | /s/ Yvonne Winkler von Mohrenfels |
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| Yvonne Winkler von Mohrenfels |