8-K

ASHLAND INC. (ASH)

8-K 2025-01-22 For: 2025-01-21
View Original
Added on April 10, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 21, 2025

ASHLAND INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware 333-211719 81-2587835
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>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
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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:

☐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<br>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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 21, 2025, the Board of Directors of Ashland Inc. (“Ashland” or the “Company”) appointed J. Kevin Willis, the Company’s Senior Vice President, Chief Financial Officer and Principal Financial Officer, to also serve as the Company’s Principal Accounting Officer, effective January 21, 2025.

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

At the annual meeting (“Annual Meeting”) of stockholders of Ashland held on January 21, 2025, a total of 43,169,160 shares of Common Stock, representing 91.50% 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 Against Abstain Broker Non-Votes
Steven D. Bishop 40,191,939 344,620 32,078 2,600,523
Sanat Chattopadhyay 39,929,691 594,923 44,021 2,600,525
Suzan F. Harrison 39,944,317 595,052 29,267 2,600,524
Ashish K. Kulkarni 40,264,862 270,654 33,120 2,600,524
Susan L. Main 40,045,888 491,319 31,430 2,600,523
Guillermo Novo 39,860,784 675,518 32,336 2,600,522
Sergio Pedreiro 40,199,627 336,845 32,165 2,600,523
Jerome A. Peribere 34,392,323 6,143,492 32,821 2,600,524
Scott A. Tozier 40,337,749 198,863 32,028 2,600,520

Proposal 2: The appointment of Ernst & Young LLP as Ashland’s independent registered public accounting firm for fiscal 2025 was ratified by the stockholders by the votes set forth in the table below:

For Against Abstain Broker Non-Votes
42,982,868 157,253 29,039 0

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

For Against Abstain Broker Non-Votes
39,525,692 968,838 74,105 2,600,525

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 INC.
Date: January 22, 2025 By: /s/ Robin E. Lampkin
Robin E. Lampkin<br>Senior Vice President, General Counsel<br>and Secretary