UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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, 2023 |
ASHLAND 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:
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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. ☐
Explanatory Note
This Current Report on Form 8-K/A is being filed to update the Current Report on Form 8-K filed by Ashland Inc ("Ashland") on January 27, 2023 (the "Original Form 8-K") in connection with the results of Ashland's Annual Stockholder Meeting held on January 24, 2023 (the "Annual Meeting"). The main purpose of this amendment is to correct minor errors in the Annual Meeting results for Proposal 1 and 3 as reported under Item 5.07 in the Original 8-K and to restate the entire Proposal 1 and 3 results as follows:
Item 5.07. Submission of Matters to a Vote of Security Holders.
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 | Against | Abstain | Broker Non-Votes | |
Steven D. Bishop | 46,108,846 | 141,535 | 61,222 | 3,084,606 | |
Brendan M. Cummins | 45,990,826 | 257,219 | 63,558 | 3,048,606 | |
Suzan F. Harrison | 46,164,658 | 83,563 | 63,381 | 3,048,606 | |
Jay V. Ihlenfeld | 46,091,569 | 178,075 | 41,958 | 3,048,606 | |
Wetteny Joseph | 46,180,303 | 67,434 | 63,866 | 3,084,606 | |
Susan L. Main | 46,066,920 | 203,762 | 40,920 | 3,084,606 | |
Guillermo Novo | 45,403,112 | 843,160 | 65,330 | 3,084,606 | |
Jerome A. Peribere | 45,947,823 | 321,493 | 42,287 | 3,084,606 | |
Janice J. Teal | 46,017,708 | 250,897 | 42,997 | 3,084,606 | |
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 |
45,298,244 | 909,742 | 103,616 | 3,084,606 |
The errors originally reported had no impact on the outcome of the voting results for Proposal 1 and 3. Other than the preceding disclosure, no other disclosure in the Original Report is being amended pursuant to this amendment.
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibits |
| 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 INC. |
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Date: | January 31, 2023 | By: | /s/ Yvonne Winkler von Mohrenfels |
| | | Yvonne Winkler von Mohrenfels
Senior Vice President, General Counsel
and Secretary |
