No fee required

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

Title of each class of securities to which transaction applies:    N/A

Aggregate number of securities to which transaction applies:    N/A

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):    N/A

Proposed maximum aggregate value of transaction:    N/A

Total fee paid:    N/A

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:    N/A

Form, Schedule or Registration Statement No.:    N/A

Filing Party:    N/A

Date Filed:    N/A

Where:

[●]

Items of Business:

(1)     Election as directors of the 10 nominees named in the accompanying proxy statement for one-year terms expiring at the next annual meeting of stockholders and until their successors are duly elected and qualified;

(2)     To ratify the appointment of Ernst & Young LLP as independent registered public accountants for fiscal 2019;

(3)     To vote upon a non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion; and

(4)     To consider any other business properly brought before the Annual Meeting.

Who Can Vote:

Only stockholders of record at the close of business on December 10, 2018 are entitled to vote at the Annual Meeting or any adjournment of that meeting.

You can vote in one of several ways:

Visit the website listed on the enclosed BLUE proxy card to vote VIA THE INTERNET

Call the telephone number specified on the enclosed BLUE proxy card to vote BY TELEPHONE

Sign, date and return the enclosed BLUE proxy card in the postage-paid envelope provided to vote BY MAIL

Attend the meeting to vote IN PERSON

PROXY SUMMARY

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

BACKGROUND TO THE SOLICITATION

ASHLAND COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

ASHLAND COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS OF ASHLAND

PROPOSAL ONE - ELECTION OF DIRECTORS

Board of Directors

Director Nominees

Compensation of Directors

Director Compensation Table

FY 2018 Director Compensation Review

Annual Retainer

Restricted Stock Units

Initial Equity Grant

Stock Ownership Guidelines for Directors

Corporate Governance

Governance Principles

Board Leadership Structure

Oversight of Ashland’s Executive Compensation Program

Compensation Committee Interlocks and Insider Participation

Board’s Role of Risk Oversight

Director Independence and Certain Relationships

Related Person Transaction Policy

Section 16(a) Beneficial Ownership Reporting Compliance

Communication with Directors

Attendance at Annual Meeting

Executive Sessions of Directors

Stockholder Recommendations for Directors

Stockholder Nominations of Directors

Committees and Meetings of the Board of Directors

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Committee Report

Summary Compensation Table

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year End

Option Exercises and Stock Vested

Pension Benefits

Non-Qualified Deferred Compensation

Potential Payments upon Termination or Change in Control

AUDIT COMMITTEE REPORT

PROPOSAL TWO - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

PROPOSAL THREE - NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION PAID TO ASHLAND’S NAMED EXECUTIVE OFFICERS

MISCELLANEOUS

Proxy Solicitation

Stockholder Proposals for the 2020 Annual Meeting

Other Matters

APPENDIX A: Supplemental Information Regarding Participants

APPENDIX B

Use of Non-GAAP Measures and Non-GAAP Reconciliations

Forward-Looking Statements

Date & Time:

[●]

Address:

[●]

Record Date:

December 10, 2018

Voting:

Board’s
Recommendations

  Proposal One. The election of 10 director nominees that possess the necessary qualifications to provide guidance to the Company’s management (page 12)

  Proposal Two. Ratification of the appointment of Ernst & Young LLP as independent registered public accountants for fiscal 2019 (page 84)

  Proposal Three. A non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers (page 85)

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(i)

 Name

Primary Occupation

 Brendan M. Cummins

Former Consultant to The Valence Group; Former Chief Executive Officer of Ciba Specialty Chemicals

 William G. Dempsey

Former Executive Vice President of Global Pharmaceuticals at Abbott Laboratories

 Jay V. Ihlenfeld

Former Senior Vice President of 3M Company

 Susan L. Main

Senior Vice President and Chief Financial Officer of Teledyne Technologies Incorporated

 Jerome A. Peribere

Former President and Chief Executive Officer of Sealed Air Corporation

 Mark C. Rohr

Chairman and Chief Executive Officer of Celanese Corporation

 Janice J. Teal

Former Group Vice President and Chief Scientific Officer for Avon Products Inc.

 Michael J. Ward

Retired Chairman of the Board and Chief Executive Officer of CSX Corporation

 Kathleen Wilson-Thompson

Executive Vice President and Global Chief Human Resources Officer of Walgreens Boots Alliance Inc.

 William A. Wulfsohn

Chairman of the Board and Chief Executive Officer of Ashland Global Holdings Inc.

AC – Audit Committee

Comp – Compensation Committee

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(ii)

Net income was $114 million compared to $28 million in fiscal 2017.

Adjusted EBITDA increased by 20%, to $683 million, compared to $570 million in 2017.

Sales rose 15%, to $3.74 billion, with double-digit increases in profitability coming from all three reportable segments (Specialty Ingredients, Composites, and Intermediates and Solvents).

Specialty Ingredients’ operating income totaled $314 million, compared to $233 million in fiscal 2017, while Adjusted EBITDA grew to $574 million compared to $493 million in fiscal 2017. Operating income margin within Specialty Ingredients was 12.7 percent, up 220 basis points from the previous year. Adjusted EBITDA margin within Specialty Ingredients was 23.2 percent, up 100 basis points from the previous year. This increase was achieved through aggressive pricing actions, multiple product launches to improve product mix and profitability, targeted volume initiatives to drive positive absorption, and reduced spending.

Within Composites, full-year operating income was $73 million, compared to $67 million for the prior year. Adjusted EBITDA increased to $95 million, up from $89 million in fiscal 2017.

Within Intermediates and Solvents (“I&S”), operating income was $31 million compared to an operating loss of $12 million in fiscal 2017. I&S increased Adjusted EBITDA to $61 million, up from $26 million in the prior year.

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(iii)

The Compensation Committee did not increase the base salary of Mr. Wulfsohn.

The Compensation Committee approved merit increases to base salary for Messrs. Willis, Ganz and Silverman and Ms. Schumann, as well as additional increases to base salary for Mr. Silverman and Ms. Schumann in connection with their assumption of expanded responsibilities.

Mr. Wulfsohn’s annual and long-term target incentive opportunities did not increase.

The Compensation Committee decreased Mr. Silverman’s annual and long-term target incentive opportunities to further align Mr. Silverman’s overall compensation with competitive practices and his internal peers.

Ms. Schumann’s long-term target incentive opportunity increased by 10 percentage points, and will increase by an additional 50% to align her compensation with Messrs. Willis and Ganz.

Beginning with the fiscal 2018 performance period, the Compensation Committee used Adjusted EBITDA and Free Cash Flow as annual incentive metrics. These are non-GAAP measures and are reconciled to the applicable GAAP measurements in Appendix B.

Our fiscal year 2018 Adjusted EBITDA and Free Cash Flow targets were set above our fiscal 2017 actual results.

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(iv)

What matters will be voted on at the Annual Meeting?

A:     

(1)    

Election of 10 directors to your Board of Directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. Your Board unanimously recommends that you vote FOR the election of all of your Board’s nominees: Brendan M. Cummins, William G. Dempsey, Jay V. Ihlenfeld, Susan L. Main, Jerome A. Peribere, Mark C. Rohr, Janice J. Teal, Michael J. Ward, Kathleen Wilson-Thompson and William A. Wulfsohn;

(2)    

Ratification of Ernst & Young LLP (“EY”) as Ashland’s independent registered public accountants for fiscal 2019; and

(3)    

A non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

Why am I receiving this proxy statement?

Ashland Global Holdings Inc. (“Ashland” or the “Company”) is delivering this proxy statement and the accompanying proxy materials, including a BLUE proxy card, to you in connection with the solicitation of proxies by and on behalf of your Board of Directors, for use at the Annual Meeting, which will take place on [●], and at any adjournments and postponements thereof. This proxy statement is intended to assist you in making an informed vote on the proposals described in this proxy statement. This proxy statement and the accompanying BLUE proxy card and other materials are first being mailed on or about December [●], 2018 in connection with the solicitation of proxies on behalf of your Board of Directors.

Have other candidates been nominated for election at the Annual Meeting in opposition to the Board’s nominees?

Yes. Cruiser, a stockholder of the Company, has notified the Company of its intent to nominate a slate of four nominees for election as directors at the Annual Meeting in opposition to the nominees recommended by your Board of Directors. Your Board of Directors does not endorse any of the Cruiser nominees and recommends that you vote FOR the election of each of the nominees proposed by your Board of Directors by using the BLUE proxy card accompanying this proxy statement. Your Board of Directors strongly urges you not to sign or return any White proxy card sent to you by Cruiser.

What are the recommendations of the Board of Directors?

Your Board of Directors recommends that you vote your shares on your BLUE proxy card as follows:

FOR the election of the directors nominated by your Board of Directors;

FOR the ratification of EY as Ashland’s independent registered public accountants for fiscal year 2019; and

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FOR the approval, on a non-binding advisory basis, of the compensation paid to Ashland’s named executive officers.

Who may vote at the Annual Meeting?

Stockholders of Ashland at the close of business on December 10, 2018 (the “Record Date”) are entitled to vote at the Annual Meeting and any adjournments or postponements thereof. As of the Record Date, there were [●] shares of Ashland Common Stock outstanding. Each share of Ashland Common Stock is entitled to one vote.

Who can attend the Annual Meeting?

All Ashland stockholders on the Record Date are invited to attend the Annual Meeting, although seating is limited. All attendees will be required to provide a government-issued current form of photo identification. If your shares are held in the name of a broker, bank or other nominee, you will need to bring a proxy or letter from that nominee that confirms you are the beneficial owner of those shares in order to enter the Annual Meeting.

What shares are included on the enclosed BLUE proxy card?

If you are a registered stockholder of Ashland as of the Record Date, the enclosed BLUE proxy card represents all shares of Ashland Common Stock that are registered in your name as well as any shares you hold in the dividend reinvestment plan (the “DRP”) administered by EQ Shareowner Services (“EQ”) for investors in Ashland Common Stock. If your shares are held through a broker, bank or other nominee, your broker, bank or other nominee has enclosed a BLUE voting instruction form for you to use to direct it how to vote the shares held by such broker, bank or other nominee. Please return your completed BLUE voting instruction form to your broker, bank or other nominee. If your broker, bank or other nominee permits you to provide voting instructions via the Internet or by telephone, you may vote that way as well. If you hold shares in the Employee Savings Plan, the Union Plan, the ISP Plan, or the Pharmachem Plan, the Trustee for such plans will separately send you proxy materials together with a voting instruction form for you to use to direct it how to vote, and may also provide the opportunity for you to vote by telephone or by Internet.

What does it mean if I receive more than one BLUE proxy card on or about the same time?

It generally means that you hold shares registered in more than one account. In order to vote all of your shares, please sign, date and return each BLUE proxy card or voting instruction form in the postage-paid envelope provided or, if you vote via the Internet or telephone, please be sure to vote using each BLUE proxy card or voting instruction form you receive.

How do I vote my shares?

We encourage all stockholders to submit proxies in advance of the Annual Meeting by telephone, by Internet or by mail. Sending your proxy by any of these methods will not affect your right to attend and vote at the Annual Meeting in person or by executing a proxy designating a representative to vote for you at the Annual Meeting.

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2

How do I vote my shares in the DRP?

The enclosed BLUE proxy card represents all shares of Ashland Common Stock that are registered in your name as well as any shares you hold in the DRP administered by EQ for investors in Ashland Common Stock. Therefore you may vote your DRP shares (together with your shares of Ashland common Stock) (i) by attending the Annual Meeting, (ii) by following the instructions on the enclosed BLUE proxy card to vote by telephone or Internet or (iii) by signing, dating and mailing the enclosed BLUE proxy card in the postage-paid envelope provided. We urge you to use the enclosed BLUE proxy card to vote FOR your Board’s nominees.

How will the Trustee of the Employee Savings Plan, the Union Plan, the ISP Plan and the Pharmachem Plan vote?

Each participant in the Employee Savings Plan, the Union Plan, the ISP Plan or the Pharmachem Plan may instruct the Trustee on how to vote the shares of Ashland Common Stock credited to the participant’s account in each plan. In the case of the Union Plan, the ISP plan and the Pharmachem Plan, such instructions will additionally be applied to a proportionate number of shares of Ashland Common Stock held in all other plan participants’ accounts for which voting instructions are not timely received by the Trustee (the “non-directed shares”). In the case of the Employee Savings Plan, each participant may separately instruct the Trustee on how to vote a proportionate number of non-directed shares. Each participant who gives the Trustee any such instruction acts as a named fiduciary for the applicable plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Your vote must be received by the Plan Tabulator, before [●] (EST) on [●]. You may not vote your shares in such plans in person at the Annual Meeting.

Can I change my vote once I vote by mail, by telephone or over the Internet?

Yes. You have the right to change or revoke your proxy (1) at any time before the Annual Meeting by (a) notifying Ashland’s Secretary in writing at 50 E. RiverCenter Boulevard, Covington, KY 41011, (b) returning a later dated proxy card or (c) entering a later dated telephone or Internet vote; or (2) by voting in person at the Annual Meeting. Your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting. Any changes or revocations of voting instructions to the Trustee of the Employee Savings Plan, the Union Plan, the ISP Plan or the Pharmachem Plan must be received by the Plan Tabulator, before [●] (EST) on [●].

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3

Who will count the vote?

Representatives of [●] will tabulate the votes and will act as the inspector of election.

What constitutes a quorum?

As of the Record Date, [●] shares of Ashland Common Stock were outstanding and entitled to vote. A majority of the shares issued and outstanding and entitled to be voted thereat must be present in person or by proxy to constitute a quorum to transact business at the Annual Meeting. If you vote in person, by telephone, over the Internet or by returning a properly executed proxy card, you will be considered a part of that quorum. Abstentions and broker non-votes (if any), as described below, will be treated as present for the purpose of determining a quorum.

What vote is required for the election of directors?

Cruiser has notified Ashland of its intent to nominate a slate of four alternative nominees for election as directors at the Annual Meeting in opposition to the nominees recommended by your Board. As a result, assuming such nominees are in fact proposed for election at the Annual Meeting and such nominations have not been withdrawn by Cruiser on or prior to the tenth day before we mail the Notice of Annual Meeting accompanying this proxy statement, the election of directors will be considered a contested election and, as provided under Article V of Ashland’s Certificate of Incorporation, directors will be elected on a plurality basis. This means that the 10 director nominees receiving the greatest number of votes cast ‘for’ their election will be elected.

What vote is required for approval of each other matter to be considered at the Annual Meeting?

A:

Ratification of independent registered public accountants — The appointment of EY will be ratified if votes cast in its favor exceed votes cast against it.

Non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers — The non-binding advisory resolution approving the compensation

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4

paid to Ashland’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, will be approved if the votes cast in its favor exceed the votes cast against it.

What is a broker non-vote?

A broker non-vote occurs when brokers, banks or other nominees holding shares for a beneficial owner have discretionary authority to vote on “routine” matters brought before a stockholder meeting, but the beneficial owner of the shares fails to provide the broker, bank or other nominee with specific instructions on how to vote any “non-routine” matters brought to a vote at the stockholders meeting.

How will my shares be voted if I submit a BLUE proxy card but do not specify how I want to vote?

If you submit a validly executed BLUE proxy card or voting instruction form but do not specify how you want to vote your shares with respect to a particular proposal, then your shares will be voted in line with the Board’s recommendations with respect to any such proposal, i.e., (i) FOR the election of your Board’s 10 director nominees, (ii) FOR the ratification of EY and (iii) FOR the non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

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5

What should I do with the White proxy cards sent to me by Cruiser?

Cruiser has notified Ashland of its intent to propose its own director nominees for election at the Annual Meeting. We do not know whether Cruiser will in fact nominate individuals for election as directors at the Annual Meeting or solicit proxies. The nominations made by Cruiser have NOT been endorsed by your Board of Directors. The Company is not responsible for the accuracy of any information contained in any proxy solicitation materials used by Cruiser or any other statements that they may otherwise make.

How will broker non-votes and abstentions be treated?

Ashland will treat broker non-votes as present to determine whether or not there is a quorum at the Annual Meeting, but they will not be treated as entitled to vote on any “non-routine” matters. Abstentions will also be treated as present for the purpose of determining quorum but as unvoted shares for the purpose of determining the approval of any matter submitted for a vote. This means that broker non-votes and abstentions will have no effect on whether any of the proposals pass.

Where can I find the voting results of the meeting?

We intend to announce preliminary voting results based on our proxy solicitor’s advice, at the Annual Meeting. We expect to report preliminary results based on the preliminary report of the Independent Inspector of Elections on a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting, and final results as certified by the Independent Inspector of Elections as soon as practicable thereafter. You can obtain a copy of the Form 8-K from our website at http://investor.ashland.com, by calling the SEC at 1-800-SEC-0330 for the location of the nearest public reference room or through the SEC’s EDGAR system at http://www.sec.gov.

Who can I contact if I have questions or need assistance in voting my shares, or if I need additional copies of the proxy materials?

Please contact Innisfree M&A Incorporated, the firm assisting us in the solicitation of proxies, toll-free at 1 (877) 456-3402. Banks and brokers may call collect at 1 (212) 750-5833.

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6

the relevant skills, achievements and experience of the Cruiser Nominees;

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7

that the Board, as currently constructed, is independent and diverse and has a broad range of experience and expertise in chemicals, research and development, finance, and other disciplines and industries that are relevant and important to the Company’s business and continued success at this important period in its transformation into a premier global specialty chemicals company; and

that, including Mr. Peribere, five of the Company’s directors have joined the Board within the past three years, and four have joined since the beginning of 2017.

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8

Name and Address of Beneficial Owner

The Vanguard Group

100 Vanguard Blvd.

Malvern, Pennsylvania

BlackRock, Inc.

55 East 52nd Street

New York, New York 10022

Based on 62,487,188 shares of Ashland Common Stock outstanding as of October 31, 2018.

Based upon information contained in the Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC on February 12, 2018, Vanguard beneficially owned 5,299,344 of Ashland Common Stock as of December 31, 2017, with sole voting power over 32,657 shares, shared voting power over 7,600 shares, sole dispositive power over 5,262,794 shares and shared dispositive power over 36,550 shares. Vanguard reported its beneficial ownership on behalf of itself and the following wholly owned subsidiaries: Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd.

Based upon information contained in the Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on January 29, 2018, BlackRock beneficially owned 5,268,006 shares of Ashland Common Stock as of December 31, 2017, with sole voting power over 4,984,689 shares, shared voting power over no shares, sole dispositive power over 5,268,006 shares and shared dispositive power over no shares. BlackRock reported its beneficial ownership on behalf of itself and the following direct and indirect subsidiaries and affiliates: BlackRock Life Limited; BlackRock Advisors, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; BlackRock Fund Advisors; BlackRock Asset Management North Asia Limited; and BlackRock Fund Managers Ltd.

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9

Name of Beneficial Owner

William A. Wulfsohn

J. Kevin Willis

Peter J. Ganz

Anne T. Schumann

Keith C. Silverman

Brendan M. Cummins

William G. Dempsey

Jay V. Ihlenfeld

Susan L. Main

Jerome A. Peribere

Barry W. Perry*

Mark C. Rohr

Janice J. Teal

Michael J. Ward

Kathleen Wilson-Thompson

All directors and executive officers as a group (17 people)

Consistent with Ashland’s director retirement policy set forth in the Corporate Governance Guidelines, Mr. Perry will retire from the Board as of the 2019 Annual Meeting and will not stand for reelection.

Includes shares of Ashland Common Stock held under the Employee Savings Plan by executive officers: as to Mr. Willis, 17,710 shares; as to Ms. Schumann, 1,332 shares; as to Mr. Silverman, 1,076 shares; and as to all executive officers as a group, 20,600 shares. Participants can vote the Employee Savings Plan shares.

Includes grants of restricted stock units and restricted stock units acquired from the fiscal 2016–2018 Long Term Incentive Performance Plan to executive officers that vest within 60 days of October 31, 2018, and common stock units and/or restricted stock units (share equivalents) held

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10

by executive officers in the Ashland Common Stock Fund under Ashland’s non-qualified Deferred Compensation Plan for Employees (the “Employees’ Deferral Plan”) or by directors under the non-qualified Deferred Compensation Plan for non-employee directors (the “Directors’ Deferral Plan”): as to Mr. Wulfsohn, 46,351 units; as to Mr. Willis, 41,206 units; as to Mr. Ganz, 7,967 units; as to Ms. Schumann, 4,836 units; as to Mr. Silverman, 3,588 units; as to Mr. Dempsey, 2,690 units; as to Dr. Ihlenfeld, 1,819 units; as to Ms. Main, 836 units; as to Mr. Perry, 55,130 units; as to Mr. Rohr, 52,180 units; as to Dr. Teal, 17,323 units; as to Mr. Ward, 132,349 units; as to Ms. Wilson-Thompson, 836 units; and as to all directors and executive officers as a group, 372,122 units. Mr. Cummins, as a non-U.S. resident, is not eligible to defer U.S.-based compensation and therefore holds 16,437 restricted stock units, payable solely in cash, directly and not through the Directors’ Deferral Plan.

Includes shares of Ashland Common Stock with respect to which the executive officers have the right to acquire beneficial ownership within 60 calendar days after October 31, 2018, through the exercise of stock appreciation rights (“SARs”): as to Mr. Wulfsohn, 58,874 shares; as to Mr. Willis, 32,207 shares; as to Mr. Ganz, 33,530 shares; as to Ms. Schumann, 1,295 shares; as to Mr. Silverman, 638 shares; and as to all directors and executive officers as a group, 131,000 shares through SARs. All SARs included in this table are reported on a net basis based on the closing price for Ashland Common Stock as reported on the New York Stock Exchange (“NYSE”) Composite Tape on October 31, 2018. All SARs are stock settled and are not issued in tandem with an option.

Includes restricted shares of Ashland Common Stock: as to Mr. Wulfsohn, 31,037 shares; as to Mr. Willis, 13,045 shares; as to Mr. Ganz, 11,173 shares; as to Ms. Schumann, 8,163 shares; and as to all executive officers as a group, 63,418 shares.

Includes 1,883 restricted shares of Ashland Common Stock for each of the non-employee directors, except for Mr. Cummins who received 1,883 restricted stock units in lieu of 1,883 restricted shares (discussed in footnote 2 above).

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11

the relevant skills, achievements and experience of the Cruiser Nominees;

that the Board, as currently constructed, is independent and diverse and has a broad range of experience and expertise in chemicals, research and development, finance, and other disciplines and industries that are relevant and important to the Company’s business and continued success at this important period in its transformation into a premier global specialty chemicals company; and

that, including Mr. Peribere, five of the Company’s directors have joined the Board within the past three years, and four have joined since the beginning of 2017.

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The Board of Directors unanimously recommends a vote FOR ALL the following nominees
at the 2019 Annual Meeting: Brendan M. Cummins, William G. Dempsey, Jay V. Ihlenfeld,
Susan L. Main, Jerome A. Peribere, Mark C. Rohr, Janice J. Teal, Michael J. Ward,
Kathleen Wilson-Thompson and William A. Wulfsohn.

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13

  BRENDAN M. CUMMINS

Principal Occupation:

Former Consultant to

The Valence Group; Former

Chief Executive Officer of

Ciba Specialty Chemicals

Director Since: 2012

Age: 67

Professional Experience:

Mr. Cummins served as a global strategic advisor to, and on the senior executive panel of, The Valence Group, a specialist mergers and acquisitions firm, from 2010 until May 2012. Prior to that position, Mr. Cummins served as Chief Executive Officer for Ciba Specialty Chemicals (“Ciba”) from 2007 to 2008 and as Chief Operating Officer from 2005 to 2007. From 1974 to 2005, Mr. Cummins held a variety of international and senior management positions with Ciba.

Education:

Mr. Cummins is an Associate and Fellow of the Institute of Company Accountants, is a Fellow of the Association of International Accountants and received a Diploma in Company Direction from the Institute of Directors in 2010. He also completed a management development program at Harvard in 1989.

Other Company Boards:

Mr. Cummins serves as a board member of Perstorp Group of Sweden and is a member of the Remuneration Committee, and serves on the boards of Tom Murphy Car Sales Ltd in Ireland and Nanoco Group PLC based in Manchester UK where he is a member of the Audit Committee and the Remuneration Committee. He served until February 2014 as a board member of SolarPrint Ltd.

Non-Profit Boards:

Mr. Cummins currently serves as a board member of Respond Support Ireland, a community support charity organization. He also served as Chairman of The Viking Trust Ltd in Waterford City, Ireland from 2012 until July 2016, and as Chair of the Audit Committee and member of the Planning Committee of Waterford City and County Council until the first quarter of 2016.

Director Qualifications:

As the former Chief Executive Officer of a major chemical company and a chemical industry consultant, Mr. Cummins brings significant management and chemical industry experience and knowledge to the Board in the areas of international business operations, accounting and finance, risk oversight, environmental compliance and corporate governance.

Board Committees:

*  Audit

*  Governance and Nominating (Chair)

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14

  WILLIAM G. DEMPSEY

Principal Occupation:

Former Executive Vice

President of Global

Pharmaceuticals at Abbott

Laboratories

Director Since: 2016

Age: 67

Professional Experience:

Mr. Dempsey held various executive positions with Abbott Laboratories from 1982 until 2007, including, Executive Vice President of Global Pharmaceuticals from 2006, Senior Vice President of Pharmaceutical Operations from 2003 and Senior Vice President of International Operations from 1999. He has previously served as Chairman of the International Section of the Pharmaceutical Research and Manufacturers of America (PhRMA) and as Chairman of the Accelerating Access Initiative, a cooperative public-private partnership of UNAIDS, the World Bank, and six research-based pharmaceutical companies.

Education:

Mr. Dempsey holds a Bachelor of Science degree in accounting from DePaul University.

Public Company Boards:

Mr. Dempsey currently serves as Chairman of the Board of Hill-Rom Holdings, Inc., where he is Chair of the Mergers and Acquisitions Committee. In the past five years, Mr. Dempsey has served on the boards of Landauer, Inc., Hospira, Inc. and Nordion Inc.

Non-Profit Boards:

Mr. Dempsey is a member of the Board of Trustees for the Guadalupe Center in Immokalee Florida.

Director Qualifications:

As former Executive Vice President of Global Pharmaceuticals at a public company, Mr. Dempsey brings significant experience within the pharmaceutical industry, as well as knowledge in the areas of finance, accounting, international operations and corporate governance. He also brings significant experience gained from service on the boards of other public companies.

Board Committees:

*  Audit

*  Environmental, Health, Safety and Quality

*  Governance and Nominating

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15

  JAY V. IHLENFELD

Principal Occupation:

Former Senior Vice President

of 3M Company

Director Since: 2017

Age: 67

Professional Experience:

Dr. Ihlenfeld served as the Senior Vice President, Asia Pacific, for 3M Company, a leader in technology and innovation from 2006 until his retirement in 2012. Dr. Ihlenfeld has held various leadership positions during his 33-year career at 3M Company, including Senior Vice President, Research and Development from 2002 to 2006, Vice President of its Performance Materials business and Executive Vice President of its Sumitomo/3M business in Japan.

Education:

Dr. Ihlenfeld holds a Bachelor of Science degree in chemical engineering from Purdue University and a Ph.D. in chemical engineering from the University of Wisconsin.

Public Company Boards:

Dr. Ihlenfeld is a director of Celanese Corporation, where he serves on the Compensation and Management Development Committee and is the chair of the Environmental, Health, Safety, Quality and Public Policy Committee.

Non-Profit Boards:

Dr. Ihlenfeld is a director of the Minnesota Orchestra.

Director Qualifications:

As a former Senior Vice President of a global science company, Dr. Ihlenfeld brings significant management and chemical industry experience to the Board, as well as knowledge in the areas of international operations, leadership development and succession, environmental compliance and safety, risk oversight and M&A evaluation. He also brings significant experience gained from service on the board of directors of another public company.

Board Committees:

*  Audit

*  Environmental, Health, Safety and Quality

  SUSAN L. MAIN

Principal Occupation:

Senior Vice President and

Chief Financial Officer of

Teledyne Technologies

Incorporated

Director Since: 2017

Age: 60

Professional Experience:

Ms. Main is Senior Vice President and Chief Financial Officer of Teledyne Technologies, a leading provider of sophisticated instrumentation, digital imaging products and software, aerospace and defense electronics, and engineered systems, since November 2012. Prior to that, she was Vice President and Controller of Teledyne, a position she held for eight years. From 1999-2004, Ms. Main served as Vice President and Controller for Water Pik Technologies, Inc. She also held numerous financial roles at the former Allegheny Teledyne Incorporated in its government, industrial and commercial segments.

Education:

Ms. Main holds a bachelor’s degree from California State University, Fullerton.

Public Company Boards:

Ms. Main serves on the Board of Garrett Motion Inc., where she serves on the Audit and Nominating and Corporate Governance committees.

Director Qualifications:

As the Senior Vice President and Chief Financial Officer of a public company, Ms. Main brings significant management and public company financial experience and knowledge to the Board in the areas of finance, accounting, operations, risk oversight and corporate governance.

Board Committees:

*  Audit (Chair)

*  Governance and Nominating

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16

  JEROME A. PERIBERE

Principal Occupation:

Former President and Chief

Executive Officer of

Sealed Air Corporation

Director Since: 2018

Age: 64

Professional Experience:

Mr. Peribere was the President and Chief Executive Officer of Sealed Air Corporation (“Sealed Air”) from March 2013 until his retirement in December 2017. Prior to this position, he served as the President and Chief Operating Officer of Sealed Air. Prior to joining Sealed Air, Mr. Peribere worked at The Dow Chemical Company (“Dow”) from 1977 through August 2012. Mr. Peribere served in multiple managerial roles with Dow, most recently as Executive Vice President of Dow and President and Chief Executive Officer, Dow Advanced Materials, a unit of Dow, from 2010 through August 2012.

Education:

Mr. Peribere graduated with a degree in business economics and finance from the Institut D’Etudes Politiques in Paris, France.

Public Company Boards:

Mr. Peribere currently serves as a board member of Xylem Inc. where he serves on the Finance, Innovation & Technology Committee and chairs the Leadership Development and Compensation Committee. Mr. Peribere previously served as a director of Sealed Air and BMO Financial Corporation.

Director Qualifications:

As the former President and Chief Executive Officer of Sealed Air and former Executive Vice President of Dow and President and Chief Executive Officer of Dow Advanced Materials, Mr. Peribere brings significant management and chemical industry experience and knowledge to the Board in the areas of finance, international business operations, safety, environmental compliance, risk oversight and corporate governance. He also brings significant experience gained from service on the board of directors of other public companies.

Board Committees:

*  Compensation

*  Environmental, Health, Safety and Quality

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17

  MARK C. ROHR

Principal Occupation:

Chairman and Chief

Executive Officer of

Celanese Corporation

Director Since: 2008

Age: 67

Professional Experience:

Mr. Rohr is Chairman and Chief Executive Officer of Celanese Corporation, a technology and specialty materials company. He has served in these roles since April 2012. Prior to that position, he held several executive positions with Albemarle Corporation, a specialty chemical company, including Executive Chairman of the Board (2011-2012), Chairman of the Board (2008-2011), Chief Executive Officer (2002-2011) and President (2000-2010). Before joining Albemarle, he served with Occidental Chemical Corporation as Senior Vice President.

Education:

Mr. Rohr holds Bachelor of Science degrees in chemistry and chemical engineering from Mississippi State University.

Public Company Boards:

Mr. Rohr previously served as the Executive Chairman and Chairman of the Board of Albemarle Corporation.

Non-Profit Boards:

Mr. Rohr serves on the Executive Committee of the American Chemistry Council and the Advisory Board of Mississippi State University College of Arts and Sciences. He is the Chair of City Year Dallas, serves on the boards of Commit! and the Holdsworth Center, both focused on addressing the needs of public education, and is the past campaign chair of United Way Metropolitan Dallas.

Director Qualifications:

As a current Chairman and Chief Executive Officer of a leading technology and specialty materials company and former Chairman of the Board and Chief Executive Officer of a leading chemical company, Mr. Rohr brings significant management and chemical industry experience and knowledge to the Board in the areas of finance, accounting, international business operations, safety, environmental compliance, risk oversight and corporate governance. He also brings significant experience gained from service on the board of directors of other public companies.

Board Committees:

*  Audit

*  Environmental, Health, Safety and Quality

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18

  JANICE J. TEAL

Principal Occupation:

Former Group Vice

President and Chief

Scientific Officer for

Avon Products Inc.

Director Since: 2012

Age: 66

Professional Experience:

Dr. Teal served as the Group Vice President and Chief Scientific Officer for Avon Products Inc., a direct seller of beauty and related products, from January 1999 to May 2010. Prior to that position, Dr. Teal served as Vice President of the Avon Skin Care Laboratories, where she led the bioscience research and skin care teams.

Education:

Dr. Teal holds a doctorate degree and a Master of Science degree in Pharmacology from Emory University Medical School, a Pharmacy Degree from Mercer University and was a Post-Doctoral Fellow at the New York University Medical Center Institute of Environmental Medicine.

Public Company Boards:

From 2003 until 2011, Dr. Teal served on the Board of Directors of Arch Chemicals, Inc., where she served on the Audit Committee and the Corporate Governance Committee.

Director Qualifications:

As former Group Vice President and Chief Scientific Officer of a leading personal care company, Dr. Teal brings significant scientific and personal care industry experience and knowledge to the Board in the areas of research and development, marketing, safety and risk oversight. She also brings significant experience gained from service on the board of directors of another public chemical company.

Board Committees:

*  Environmental, Health, Safety and Quality (Chair)

*  Compensation

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19

  MICHAEL J. WARD

Principal Occupation:

Retired Chairman of

the Board and Chief

Executive Officer of

CSX Corporation

Director Since: 2001

Age: 68

Professional Experience:

Mr. Ward is the retired Chairman of the Board and Chief Executive Officer of CSX Corporation, a transportation supplier, where he served in that position from 2003 to 2017. Prior to that position, he was President of CSX Transportation, the corporation’s rail unit.

Education:

Mr. Ward holds a Bachelor of Science degree from the University of Maryland and a Masters in Business Administration from the Harvard Business School.

Public Company Boards:

Since January 2016, Mr. Ward has served on the Board of Directors of the PNC Financial Services Group, Inc., where he serves on the Nominating and Governance Committee and Personnel and Compensation Committee. He also serves on the Board of Directors of Contura-Energy Inc., serving on the Nominating and Governance Committee, Compensation Committee, and Safety Committee. From January 2003 until May 2017, Mr. Ward served as Chairman of the Board of Directors of CSX Corporation, where he also served as Chairman of the Executive Committee.

Non-Profit Boards:

Mr. Ward is the Chair of City Year Jacksonville, the Hubbard House Foundation and Edward Waters College Foundation. He is also on the Boards of the United Way of Northeast Florida, Gen Wow, Jacksonville Civic Council, and One Love. He is a trustee of the Michael Ward and Jennifer Glock Foundation.

Director Qualifications:

As a retired Chairman of the Board and Chief Executive Officer of a major transportation company, Mr. Ward brings significant experience and knowledge to the Board in the areas of finance, accounting, business operations, safety, environmental compliance, risk oversight and corporate governance. He also brings significant experience gained from service on the board of directors of another public company.

Board Committees:

*  Governance and Nominating

*  Compensation

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20

  KATHLEEN WILSON-THOMPSON

Principal Occupation:

Executive Vice President and

Global Chief Human

Resources Officer of

Walgreens Boots Alliance Inc.

Director Since: 2017

Age: 61

Professional Experience:

Ms. Wilson-Thompson is Executive Vice President and Global Chief Human Resources Officer at Walgreens Boots Alliance Inc., the largest retail pharmacy, health and daily living destination across the USA and Europe. Prior to this, she was Senior Vice President and Chief Human Resources Officer for Walgreens since 2010. Prior to her role at Walgreens, she held several positions of increasing responsibility in the operations and legal departments at Kellogg Company. She left Kellogg as Senior Vice President of Global Human Resources to join Walgreens. She also worked as Vice President and Staff Counsel of litigation and banking law for Michigan National Corporation.

Education:

Ms. Wilson-Thompson holds a bachelor’s degree from the University of Michigan, and a Juris Doctorate and an LLM, Master of Laws, in corporate and finance law from Wayne State University.

Public Company Boards:

Ms. Wilson-Thompson has served as a director of Vulcan Materials Company since 2009, and currently is the chair of the Safety, Health and Environmental Committee and serves on the Compensation Committee.

Non-Profit Boards:

Ms. Wilson-Thompson serves on the Board of the University of Michigan Alumni Association, is on the boards of the Skills for Chicagoland’s Future, and the Taylor Wilson Thompson Family Foundation, and is a trustee for the NAACP Foundation.

Director Qualifications:

As the current Executive Vice President and Global Chief Human Resources Officer of a large retail pharmacy company, Ms. Wilson-Thompson brings significant experience and knowledge to the Board in the areas of business operations, safety, executive compensation, risk oversight and corporate governance. She also brings significant experience gained from service on the board of directors of another public company.

Board Committees:

*  Environmental, Health, Safety and Quality

*  Compensation

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21

  WILLIAM A. WULFSOHN

Principal Occupation:

Chairman of the Board and

Chief Executive Officer of

Ashland Global Holdings Inc.

Director Since: 2015

Age: 56

Professional Experience:

Mr. Wulfsohn is Ashland’s Chairman of the Board and Chief Executive Officer. Prior to this position, Mr. Wulfsohn served as President and Chief Executive Officer of Carpenter Technology Corporation from July 2010 to December 2014. Mr. Wulfsohn also served as a Director for Carpenter Technology Corporation beginning in April 2009. Prior to joining Carpenter Technology Corporation, Mr. Wulfsohn served as Senior Vice President, Industrial Coatings at PPG Industries. Before joining PPG Industries, Mr. Wulfsohn served as Vice President and General Manager for Honeywell International. Previously, Mr. Wulfsohn worked for Morton International/Rohm & Haas, beginning as a director of marketing and subsequently as Vice President and Business Director. Mr. Wulfsohn began his professional career with McKinsey & Company.

Education:

Mr. Wulfsohn holds a chemical engineering degree from the University of Michigan and a Masters of Business Administration degree from Harvard University.

Public Company Boards:

Mr. Wulfsohn is a director of PolyOne Corporation, where he serves on the Audit and Compensation Committees. Within the past five years, Mr. Wulfsohn also served as a director of Valvoline Inc. and on the Board of Directors of Carpenter Technology Corporation.

Director Qualifications:

As the Chairman and Chief Executive Officer of Ashland and as the former President and Chief Executive Officer of Carpenter Technology Corporation, a leading specialty materials company, Mr. Wulfsohn brings significant experience and knowledge to the Board in the areas of finance, accounting, business operations, management, manufacturing, safety, environmental compliance, risk oversight and corporate governance. Also, as former Senior Vice President of Industrial Coatings at PPG Industries and an executive at other chemical companies, Mr. Wulfsohn brings considerable specialty chemicals management and manufacturing experience to the Board. He also brings significant experience gained from service on the board of directors of other public companies.

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Name

Brendan M. Cummins

115,000

110,000

0

225,000

William G. Dempsey

100,000

110,000

0

210,000

Jay V. Ihlenfeld

100,000

110,000

0

210,000

Susan L. Main

113,611

110,000

0

223,611

Jerome A. Peribere*

68,334

252,562

0

320,896

Barry W. Perry***

146,806

110,000

0

256,806

Mark C. Rohr

100,000

110,000

0

210,000

George A. Schaefer, Jr.**

38,334

0

5,000

43,334

Janice J. Teal

115,000

110,000

0

225,000

Michael J. Ward

100,000

110,000

0

210,000

Kathleen Wilson-Thompson

100,000

110,000

0

210,000

Mr. Peribere joined Ashland’s Board on January 25, 2018.

Mr. Schaefer retired from the Board on January 25, 2018.

Consistent with Ashland’s director retirement policy set forth in the Corporate Governance Guidelines, Mr. Perry will retire from the Board as of the 2019 Annual Meeting and will not stand for reelection.

For Ms. Main, the amount provided reflects the annual retainer for membership on Ashland’s Board as well as the annual retainer for services as chair of the Audit Committee, pro-rated to reflect Ms. Main’s assumption of the role of chair of the Audit Committee as of January 25, 2018. For Mr. Perry, the amount reflects the annual retainer for membership on Ashland’s Board as well as the annual retainer for services as Lead Director, taking into account (on a pro-rated basis) the increase in the Lead Director retainer effective as of January 25, 2018, as described further below. For fiscal 2018, Messrs. Perry and Ward and Dr. Teal deferred all or a portion of their fees into the Directors’ Deferral Plan. Mr. Perry deferred $110,104, Mr. Ward deferred $100,000, and Dr. Teal deferred $115,000.

The values in column (c) represent the aggregate grant date fair value of restricted stock unit awards granted in fiscal 2018 computed in accordance with FASB ASC Topic 718. These restricted stock unit awards do not require assumptions in computing their grant date fair value under generally accepted accounting principles. The number of restricted stock unit awards received is rounded to the nearest whole share. Other than Mr. Cummins, each continuing non-employee director received a grant of 1,453 restricted stock units of Ashland Common Stock in the Directors’ Deferral Plan on January 25, 2018.

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Mr. Cummins received a grant of 1,453 restricted stock units directly on January 25, 2018. The grant date fair value per share of each restricted stock unit was $75.71 per share of Ashland Common Stock. Mr. Peribere joined the Board on January 25, 2018 and, in addition to the restricted stock units, also received an on-boarding grant of 1,883 restricted shares with a grant date fair value of $142,562, which was based on the grant date fair value of $75.71 per share of Ashland Common Stock.

For Mr. Schaefer, this amount consists of a charitable match, pursuant to Ashland’s charitable match program for directors. Under its director charitable match program, Ashland provides a matching donation of 50%, up to a maximum matching contribution of $5,000, on an annual basis for contributions by directors to accredited two-year junior, community or technical colleges, four-year institutions of higher learning, and graduate and professional schools.

Name

Brendan M. Cummins

0

16,437

William G. Dempsey

1,883

1,466

Jay V. Ihlenfeld

1,883

1,466

Susan L. Main

1,883

1,466

Jerome A. Peribere

1,883

1,466

Barry W. Perry

1,883

1,466

Mark C. Rohr

1,883

1,466

Janice J. Teal

1,883

1,466

Michael J. Ward

1,883

1,466

Kathleen Wilson-Thompson

1,883

1,466

Includes credit for reinvested dividends allocated since the grant date for all directors. For all directors other than Mr. Cummins, the restricted stock units vest one year after date of grant. Mr. Cummins’s restricted stock units vest as described below under “Restricted Stock Units” of this proxy statement.

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The annual retainer for the Lead Independent Director increased by $10,000 to $35,000, effective immediately following approval.

The on-boarding grant of 1,883 restricted shares of Ashland Common Stock for new directors was eliminated, effective after the grant to Mr. Peribere.

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26

Ashland has adopted Corporate Governance Guidelines. These guidelines provide the framework for the Board’s governance of Ashland and include a general description of the Board’s purpose, director qualification standards, retirement and resignation policies and other responsibilities. The Corporate Governance Guidelines require that at least two-thirds of Ashland’s directors be independent, as defined by Ashland’s Director Independence Standards (the “Standards”), which incorporate the independence requirements of the SEC rules and the listing standards of the NYSE.

On December 4, 2018, the Board adopted an amendment to the Corporate Governance Guidelines providing that the Chair of each of the Compensation Committee and G&N Committee shall rotate at least once every four years.

Ashland also requires compliance with its global code of conduct which applies to all of Ashland’s directors and employees, including the principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The global code of conduct promotes honest and ethical conduct, compliance with applicable laws, rules and regulations, prompt reporting of violations of the code and full, fair, accurate, timely and understandable disclosure in reports filed with the SEC. Ashland intends to post any amendments or waivers of the code (to the extent applicable to Ashland’s directors and executive officers) on Ashland’s website or in a Current Report on Form 8-K.

Each of Ashland’s Board Committees has adopted a charter defining its respective purposes and responsibilities. Ashland has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.

Only independent directors, as defined in the Standards, may serve on the Audit Committee, G&N Committee, Compensation Committee and Environmental, Health, Safety and Quality Committee (the “EHS&Q Committee”) of the Board.

The Board, and each Committee of the Board, has the authority to engage independent consultants and advisors.

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Coordinates with the Chairman of the Board to determine the appropriate schedule of meetings;

Places any item he or she determines is appropriate on the Board’s agenda;

Directs that specific materials be included in Board mailings and works with the G&N Committee, as appropriate, to assess the quality, quantity and timeliness of the flow of information from management to the Board;

Directs the retention of consultants and advisors to report directly to the Board;

Coordinates with the G&N Committee to oversee compliance with Ashland’s Corporate Governance Guidelines and to recommend appropriate revisions thereto;

Coordinates and develops the agenda for, and moderates executive sessions of, the Board’s independent directors and acts as principal liaison between the independent directors and the Chairman of the Board and Chief Executive Officer on sensitive matters; and

Works with the G&N Committee to recommend the membership of the various Board Committees and Committee Chairs.

Ensure that the Company’s executive compensation programs are competitive, support organizational objectives and stockholder interests, and emphasize the pay-for-performance linkage;

Review, evaluate and approve on an annual basis, the goals and objectives of the Chief Executive Officer. The Compensation Committee annually evaluates the Chief Executive Officer’s performance in light of these established goals and objectives, and based on these evaluations, the Compensation Committee sets the Chief Executive Officer’s annual compensation, including base salary, annual incentives and long-term incentives;

Review and approve compensation of all key senior executives and certain elected corporate officers; and

Approve any employment agreements, consulting arrangements, severance or retirement arrangements, change in control agreements, and/or any special or supplemental benefits or provisions covering any current or former executive officer of Ashland.

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28

Recommendations of the Chief Executive Officer and the Chief Human Resources and Information Technology Officer regarding potential changes to executive officer compensation based on performance, competitiveness, personnel and organizational changes, regulatory issues, strategic initiatives and other matters;

Information provided by the Human Resources function at Ashland; and

Advice of an outside, independent, executive compensation consultant on all aspects of executive compensation, including comparison to the practices and executive compensation levels of peer and general industry companies.

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29

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30

Compensation to a director or executive officer which is or will be disclosed in Ashland’s proxy statement;

Compensation to an executive officer which is approved by the Compensation Committee and would have been disclosed in Ashland’s proxy statement if the executive officer was a “named executive officer”;

A transaction in which the rates or charges involved are determined by competitive bids, or which involves common, contract carrier or public utility services at rates or charges fixed in conformity with law or governmental authority;

A transaction that involves services as a bank depository of funds, transfer agent, registrar, indenture trustee or similar services; and

A transaction in which the related person’s interest arises solely from the ownership of Ashland Common Stock and all stockholders receive the same benefit on a pro rata basis.

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31

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32

as to each stockholder proposing a nominee and any Stockholder Associated Person (as defined below),

the class or series and number of shares of stock directly or indirectly held of record and beneficially by the stockholder proposing such business or Stockholder Associated Person;

the date such shares of stock were acquired;

a description of any agreement, arrangement or understanding, direct or indirect, with respect to such business between or among the stockholder proposing such business, any Stockholder Associated Person or any others (including their names) acting in concert with any of the foregoing;

a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions and borrowed or loaned shares) that has been entered into, directly or indirectly, as of the date of such stockholder’s notice by, or on behalf of, the stockholder proposing such business or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the stockholder proposing such business or any Stockholder Associated Person with respect to shares of stock of Ashland (a “Derivative“);

a description in reasonable detail of any proxy (including revocable proxies), contract, arrangement, understanding or other relationship pursuant to which the stockholder proposing such business or Stockholder Associated Person has a right to vote any shares of stock of Ashland;

any rights to dividends on the stock of Ashland owned beneficially by the stockholder proposing such business or Stockholder Associated Person that are separated or separable from the underlying stock of Ashland;

any proportionate interest in stock of Ashland or Derivatives held, directly or indirectly, by a general or limited partnership in which the stockholder proposing such business or Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; and

any performance-related fees (other than an asset-based fee) that the stockholder proposing such business or Stockholder Associated Person is entitled to, based on any increase or decrease in the value of stock of Ashland or Derivatives thereof, if any, as of the date of such notice (sections (i) through (viii), the “Stockholder Information“);

as to each stockholder proposing such nominee, the name and address of (i) any other beneficial owner of stock of Ashland that are owned by such stockholder and (ii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the stockholder or such beneficial owner (each, a “Stockholder Associated Person“);

the name and address of each stockholder proposing such nominee, as they appear on Ashland’s books;

the name and address of the person or persons to be nominated;

a representation that the stockholder is a holder of record of stock of Ashland entitled to vote in the election of directors and intends to appear in person or by proxy at the meeting;

a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder;

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33

a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the stockholder and any Stockholder Associated Person or any of their respective affiliates or associates or other parties with whom they are acting in concert, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder, Stockholder Associated Person or any person acting in concert therewith, were the “registrant” for purposes of such rule and each nominee were a director or executive of such registrant;

such other information regarding each nominee proposed by such stockholder and Stockholder Associated Persons as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had each nominee been nominated, or intended to be nominated, by the Board and a completed signed questionnaire, representation and agreement required by Section 3.02(c) of Ashland’s By-laws;

a representation as to whether such stockholder intends (a) to deliver a proxy statement and form of proxy to holders of at least the percentage of Ashland’s outstanding capital stock required to approve the nomination or (b) otherwise to solicit proxies from stockholders in support of such nomination;

a representation that the stockholder shall provide any other information reasonably requested by Ashland; and

the executed written consent of each nominee to serve as a director of Ashland if so elected.

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Audit

Compensation

Environmental, Health,

Safety and Quality

Governance and

Nominating

Brendan M. Cummins

Jerome A. Peribere

William G. Dempsey

Brendan M. Cummins*

William G. Dempsey

Barry W. Perry*^

Jay V. Ihlenfeld

William G. Dempsey

Jay V. Ihlenfeld

Janice J. Teal

Jerome A. Peribere

Susan L. Main

Susan L. Main*

Michael J. Ward

Mark C. Rohr

Barry W. Perry^

Mark C. Rohr

Kathleen Wilson-Thompson

Janice J. Teal*

Michael J. Ward

Kathleen Wilson-Thompson

Chair

Consistent with Ashland’s director retirement policy set forth in the Corporate Governance Guidelines, Mr. Perry will retire from the Board as of the 2019 Annual Meeting and will not stand for reelection.

 Audit Committee

Number of Meetings in Fiscal 2018: 9

Oversees Ashland’s financial reporting process, including earnings releases and the filing of financial reports.

Reviews management’s implementation and maintenance of adequate systems of internal accounting and financial controls (including internal control over financial reporting).

Evaluates the independence and performance of the independent auditors, who report directly to the Audit Committee.

Selects independent auditors based on qualification and independence and approves audit fees and services performed by independent auditors.

Reviews the effectiveness of Ashland’s legal and regulatory compliance programs.

Discusses the overall scope and plans for audits with both internal and independent auditors.

Reviews and investigates any matters pertaining to the integrity of executive management and oversees compliance by management with laws, regulations and the global code of conduct.

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Establishes and maintains procedures for handling complaints regarding accounting and auditing matters.

Reviews and oversees Ashland’s capital allocation framework, including prioritization, significant decisions and risk considerations relating to Ashland’s financial resources, capital structure and investments and uses of cash.

Reviews Ashland’s enterprise risk assessment and risk management policies, including Ashland’s major enterprise and financial risk exposures and steps taken by management to monitor and mitigate such exposure.

Evaluates and recommends actions regarding significant financial issues such as capital structure, dividend policy, offerings of corporate securities, major borrowings, credit facilities, derivatives and swaps policies (including entry into swaps in reliance on the end-user exception), past audits of capital investments, capital projects, commercial commitments and merger, acquisition and divestiture activities.

Oversees funding and investment policy related to employee benefit plans.

Reviews performance and operation of internal audit, including the head of internal audit, and reviews adverse audit reports.

Reviews the Company’s information and cyber security risks and programs.

 Compensation Committee

Number of Meetings in Fiscal 2018: 6

Ensures Ashland’s executive compensation programs are appropriately competitive, supports organizational objectives and stockholder interests and emphasizes pay for performance linkage.

Evaluates and approves compensation and sets performance criteria for compensation programs with respect to Ashland’s Chief Executive Officer.

Evaluates and approves compensation and sets performance criteria for compensation programs for all key senior executives and elected corporate officers.

Oversees the execution of Chief Executive Officer and senior management development and succession plans, including HR-related business continuity plans.

Approves any employment agreements, consulting arrangements, severance or retirement arrangements, change in control agreements and/or any other special or supplemental benefits covering any current or former executive officer.

Adopts, amends, terminates and performs other design functions for Ashland’s benefit plans.

Oversees the implementation and administration of Ashland’s compensation plans.

Monitors and evaluates Ashland’s compensation and benefits structure, providing guidance on philosophy, policy matters and excessive risk taking.

Oversees regulatory compliance on compensation matters, including Ashland’s policies on structuring compliance programs to preserve tax deductibility.

Oversees the preparation of the annual report on executive compensation.

Oversees the retention of compensation consultants, independent legal counsel or other advisors and determines independence of the same.

 Environmental, Health, Safety and Quality Committee

Number of Meetings in Fiscal 2018: 4

Oversees and reviews Ashland’s environmental, health and safety, quality and compliance policies, programs, practices and audits and any issues, as well as competitors’ activities and industry best practices.

Oversees and reviews environmental, health and safety regulatory trends, including Ashland’s overall compliance, remediation and sustainability efforts.

Oversees and reviews product safety and quality trends, issues and concerns which affect or could affect Ashland’s product safety or quality practices, including Ashland’s overall efforts related to product safety and quality.

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Oversees, reviews and receives updates on Ashland’s policies regarding environmental, health, safety and quality compliance and business continuity risks.

Reports to the Board concerning implementation of environmental, health, safety and quality compliance policies and assists the Board in assuring Ashland’s compliance with those policies.

 Governance and Nominating Committee

Number of Meetings in Fiscal 2018: 4

Recommends nominees for the Board of Directors and its Committees.

Reviews suggested potential candidates for the Board.

Recommends desirable size and composition of the Board and its Committees.

Recommends to the Board programs and procedures relating to director compensation, evaluation, retention and resignation.

Reviews corporate governance guidelines, corporate charters and proposed amendments to Ashland’s Certificate of Incorporation and By-laws.

Reviews transactions pursuant to the Related Person Transaction Policy.

Assists the Board in ensuring the Board’s independence as it exercises its corporate governance and oversight roles.

Oversees the evaluation of the Board.

Reviews the process for succession planning for the executive management of Ashland.

Reviews all Committee charters.

Reviews and makes recommendations to address stockholder proposals.

Oversees the administration of the equity plans and awards, solely with respect to non-employee directors.

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Name

Position

William A. Wulfsohn

Chairman of the Board and Chief Executive Officer (“CEO”)

J. Kevin Willis

Senior Vice President and Chief Financial Officer (“CFO”)

Peter J. Ganz

Senior Vice President, General Counsel and Secretary

Anne T. Schumann

Senior Vice President, Chief Human Resources and Information Technology Officer

Keith C. Silverman*

Senior Vice President, Global Operations, Quality and Environmental, Health and Safety

Mr. Silverman’s promotion from Vice President to Senior Vice President was effective November 16, 2018, and reflects his additional role as a member of our executive leadership team.

Net income was $114 million compared to $28 million in fiscal 2017.

Adjusted EBITDA increased by 20%, to $683 million, compared to $570 million in 2017.

Sales rose 15%, to $3.74 billion, with double-digit increases in profitability coming from all three reportable segments (Specialty Ingredients, Composites, and Intermediates and Solvents).

Specialty Ingredients’ operating income totaled $314 million, compared to $233 million in fiscal 2017, while Adjusted EBITDA grew to $574 million compared to $493 million in fiscal 2017. Operating income margin within Specialty Ingredients was 12.7 percent, up 220 basis points from the previous year. Adjusted EBITDA margin within Specialty Ingredients was 23.2 percent, up 100 basis points from the previous year. This increase was achieved through aggressive pricing actions, multiple product launches to improve product mix and profitability, targeted volume initiatives to drive positive absorption, and reduced spending.

Within Composites, full-year operating income was $73 million, compared to $67 million for the prior year. Adjusted EBITDA increased to $95 million, up from $89 million in fiscal 2017.

Within Intermediates and Solvents (I&S), operating income was $31 million compared to an operating loss of $12 million in fiscal 2017. I&S increased Adjusted EBITDA to $61 million, up from $26 million in the prior year.

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(In millions)

Sales

Specialty Ingredients

$

2,470

$

2,216

Composites

942

779

Intermediates and Solvents

331

265

Operating income (loss)

Specialty Ingredients

$

314

$

233

Composites

73

67

Intermediates and Solvents

31

(12

) 

EBITDA^

Specialty Ingredients

$

560

$

462

Composites

95

89

Intermediates and Solvents

61

19

Adjusted EBITDA*^

Specialty Ingredients

$

574

$

493

Intermediates and Solvents

61

26

There were no key adjustments for the Composites or I&S segments in fiscal 2018.

EBITDA and Adjusted EBITDA are non-GAAP measures and are reconciled to net income for Ashland and operating income for each segment in Appendix B.

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 Align the interests of management with our stockholders

To closely align the interests of management with the interests of our stockholders, a significant portion of the executive’s compensation is equity-based and is linked to building long-term stockholder value through the achievement of the financial and strategic objectives of Ashland.

 Provide incentive compensation that promotes desired behavior without encouraging unnecessary and excessive risk

Incentive compensation should help drive business strategy. The compensation program should encourage both the desired results and the right behaviors. It should help drive business strategy and strike a balance between short-term and long-term performance, while incorporating risk-mitigating design features so that unnecessary or excessive risk is not encouraged.

 Attract, retain and motivate executive talent by providing competitive levels of salary and targeted total pay

Compensation should be competitive with those organizations with which we compete for top talent.

 Integrate with our performance management process of goal-setting and formal evaluation

Target-level goals should be aligned with the annual operating plan and be considered stretch yet achievable, based on an annual assessment of business conditions for the performance period.

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Base Salary

Annual Incentive

PUs

SARs

RSUs

Who Receives

All NEOs

Form of Delivery

Adjusted EBITDA and FCF, in each case, as used for purposes of our Annual Incentive Plan, and Adjusted Earnings Per Share are non-GAAP measures. A reconciliation of these measures to results in accordance with GAAP can be found in Appendix B.

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 Considerations used to choose peer group