8-K

ASHLAND INC. (ASH)

8-K 2023-01-27 For: 2023-01-27
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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 27, 2023

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

At the annual meeting (“Annual Meeting”) of stockholders of Ashland Inc. (“Ashland”) held on January 24, 2023, a total of 49,396,209 shares of Common Stock, representing 91.03% 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 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
Joseph Wetteny 46,180,303 67,434 63,866 3,084,606
Susan L. Main 43,066,920 203,762 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 2: The appointment of Ernst & Young LLP as Ashland’s independent registered public accountants for fiscal 2023 was ratified by the stockholders by the votes set forth in the table below:

For Against Abstain Broker Non-Votes
49,185,141 184,884 26,183 0

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
42,298,244 909,742 103,616 3,084,606

Proposal 4: The shareholder recommended, on an advisory basis, that the frequency of the stockholder vote to approve the compensation of the named executive officers as required by Section 14(a)(2) of the Securities Exchange Act of 1934, as amended, occur every year by the votes set forth in the table below:

1 Year 2 Years 3 Years Abstain Broker Non-Votes
42,384,766 36,670 3,803,370 86,795 3,084,606

Item 9.01 Financial Statements and Exhibits.

(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.

ASHLAND INC.
Date: January 27, 2023 By: /s/ Yvonne Winkler von Mohrenfels
Yvonne Winkler von Mohrenfels<br>Senior Vice President, General Counsel<br>and Secretary