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
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Date of Report (Date of earliest event reported): August 1, 2022 |
ASHLAND INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 333-211719 | 81-2587835 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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8145 Blazer Drive | |
Wilmington, Delaware | | 19808 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 302 995-3000 |
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Ashland Global Holdings Inc. |
(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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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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
On July 28, 2022, the entity formerly known as Ashland Global Holdings Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Ownership and Merger, merging its wholly-owned Delaware subsidiary, Ashland Chemco Inc. (“Chemco”), into the Company (the “Merger”) and amending the Company’s amended and restated Certificate of Incorporation (as amended, the “A&R COI”) to change its name to “Ashland Inc.,” effective August 1, 2022 (the “Name Change”). The Merger and Name Change were the final steps of a restructuring of the wholly owned subsidiaries in the Company’s legal entity structure (the “Restructuring”), which began with the merger of Ashland LLC, a Kentucky limited liability company, with and into Chemco immediately prior to the Merger (also on August 1, 2022). The Restructuring simplified the Company’s legal entity structure.
The Company’s board of directors also adopted amended and restated By-Laws of the Company (as amended, the “A&R By-Laws”) reflecting the Name Change, effective as of August 1, 2022. Other than the Name Change, there were no changes to the A&R COI and the A&R By-Laws.
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 Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware amending the A&R COI, and the A&R By-Laws which are filed hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.
The Merger and the Name Change had no effect on the trading symbol or CUSIP for the Company’s common stock, which is listed with the New York Stock Exchange.
Item 9.01 Financial Statements and Exhibits.
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.
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| | | ASHLAND INC. |
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Date: | August 1, 2022 | By: | /s/ Yvonne Winkler von Mohrenfels |
| | | Yvonne Winkler von Mohrenfels
Senior Vice President
General Counsel and Secretary |
