UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

ASHLAND GLOBAL HOLDINGS INC.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

 

 

 

 

	(3)	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):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

 

 

 

Attached as Exhibit 1 is a news release issued on January 7, 2019 by Ashland Global Holdings Inc.

Ashland details strong progress on value creation plan in letter to shareholders

COVINGTON, Kentucky, January 7, 2019 – Ashland Global Holdings Inc. (NYSE: ASH) announced that it has filed definitive proxy materials, including its definitive proxy statement and blue proxy card, with the U.S. Securities and Exchange Commission in connection with Ashland’s 2019 Annual Meeting of Stockholders, scheduled for February 8, 2019 (“2019 Annual Meeting”). Ashland shareholders of record as of the close of business on December 10, 2019 will be entitled to vote at the 2019 Annual Meeting.

Ashland also announced that the board has unanimously determined to add Craig Rogerson to its slate of nominees for election at the 2019 Annual Meeting. Mr. Rogerson has served as chairman, president and chief executive officer of Hexion Inc. since 2017. Prior to that, he served as chairman, president and chief executive officer of Chemtura Corporation from 2008 to 2017. He also previously served in a number of roles at Hercules Incorporated, including president, chief executive officer and director from 2003 until its acquisition by Ashland in 2008. The Hercules business comprises a meaningful portion of Ashland’s business today. Mr. Rogerson’s addition to the board’s slate of nominees was made following extensive discussions with several major shareholders.

“We are pleased to add Craig as an independent director to the board’s slate of nominees for the 2019 Annual Meeting," said Bill Wulfsohn, Ashland chairman and chief executive officer. “Craig brings to Ashland significant leadership and chemical industry experience, having served as CEO and a director at a number of public companies, including currently serving as CEO and chairman of Hexion. Craig’s addition follows engagement with several major Ashland shareholders to find a candidate that brings a unique skillset to the board as we continue to execute on our strategy, and his nomination is consistent with Ashland’s history of taking shareholder feedback seriously.”

Ashland strongly recommends that you vote to support the Ashland directors by voting the BLUE proxy card today FOR all 11 of Ashland’s qualified and experienced director nominees: Brendan M. Cummins, William G. Dempsey, Jay V. Ihlenfeld, Susan L. Main, Jerome A. Peribere, Craig A. Rogerson, Mark C. Rohr, Janice J. Teal, Michael J. Ward, Kathleen Wilson-Thompson and William A. Wulfsohn.

In conjunction with the definitive proxy filing, which took place on January 2, 2019, Ashland mailed a letter to shareholders detailing the significant progress the company is making and the enhanced value it is delivering to shareholders, both of which are being overseen by a highly qualified and experienced board of directors.

 

 

Ashland’s definitive proxy materials and letter to shareholders regarding the board’s recommendation for the 2019 Annual Meeting can be found at www.AshlandValue.com.

The full text of the letter follows:

 

 

 

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¹ See Appendix A for a reconciliation of Adjusted Diluted EPS to Diluted EPS.

² See Appendix A for a reconciliation of Adjusted EBITDA to Net Income.

³ Proxy peers include Albemarle Corporation (ALB), Axalta Coating Systems (AXTA), Cabot Corporation (CBT), Celanese Corporation (CE), Eastman Chemical Company (EMN), FMC Corporation (FMC), H.B. Fuller Company (FUL), Huntsman Corporation (HUN), International Flavors & Fragrances (IFF), NewMarket Corporation (NEU), Olin Corporation (OLN), Platform Specialty Products Corporation (PAH), Polyone Corporation (POL), RPM International Inc. (RPM), W. R. Grace and Company (GRA), and Westlake Chemical Corporation (WLK). A. Schulman not included due to acquisition by LyondellBasell completed on August 21, 2018.

⁴ All TSR figures are as of December 27, 2018, the last possible date before going to print.

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⁶ Biographical information for each director nominee may be found in the section “Proposal One—Election of Directors” in Ashland’s proxy statement.

⁷ Mr. Cummins serves on the board of Nanco Group Plc, headquartered in the United Kingdom.

⁸ Ms. Wilson-Thompson also brings valuable experience in managing significant corporate change and related personnel issues.

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	ASHLAND HAS A STRONG BOARD AND MANAGEMENT TEAM EXECUTING ITS TRANSFORMATION AND DELIVERING RESULTS FOR SHAREHOLDERS
	Now is the time to focus on the continued execution of our successful plan and avoid disrupting the progress Ashland is making. Ashland has a strong team and strategy in place to achieve its objectives and is committed to regularly taking steps to refresh and strengthen its board membership to ensure that it has the right mix of experience and capabilities. Your board of directors unanimously recommends that you vote FOR the election of ALL of your board of directors’ nominees using the enclosed BLUE proxy card today.
	We appreciate your continued confidence in Ashland.
	Sincerely,
	The Ashland Board of Directors

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About Craig A. Rogerson

Craig A. Rogerson is the current Chairman, President and Chief Executive Officer of Hexion Inc. Prior to this position, Mr. Rogerson served as Chairman, President and Chief Executive Officer of Chemtura Corporation from December 2008 until April 2017. Prior to joining Chemtura, Mr. Rogerson served as President, Chief Executive Officer and Director of Hercules Incorporated from December 2003 until November 2008 when Hercules was acquired by Ashland. Mr. Rogerson joined Hercules in 1979 and served in a number of management positions before leaving the company to serve as President and Chief Executive Officer of Wacker Silicones Corporation in 1997. In May 2000, Mr. Rogerson rejoined Hercules and was named President of its BetzDearborn Division in August 2000. Prior to being named Chief Executive Officer of Hercules in December 2003, Mr. Rogerson held a variety of senior management positions with the company. He is a director of PPL Corporation where he serves on the Audit and Executive Committees and chairs the Compensation, Governance and Nominating Committee. Mr. Rogerson previously served as a director of Chemtura Corporation and Hercules. He received a Chemical Engineering degree from Michigan State University.

About Ashland

Ashland Global Holdings Inc. (NYSE: ASH) is a premier global specialty chemicals company serving customers in a wide range of consumer and industrial markets, including adhesives, architectural coatings, automotive, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceutical. At Ashland, we are approximately 6,000 passionate, tenacious solvers - from renowned scientists and research chemists to talented engineers and plant operators - who thrive on developing practical, innovative and elegant solutions to complex problems for customers in more than 100 countries. Visit ashland.com to learn more.

C-ASH

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FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. Ashland may from time to time make forward-looking statements in its annual reports, quarterly reports and other filings with the SEC, news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition, as well as the economy and other future events or circumstances. These statements include, but may not be limited to, the statements under “FISCAL 2018: A YEAR OF PROGRESS ILLUSTRATING ASHLAND’S ABILITY TO DELIVER ON ITS COMMITMENTS TO INVESTORS”, Ashland’s assessment on its progress towards becoming a premier specialty chemicals company and its expectations regarding its ability to drive sales and earnings growth, realize further cost reductions and complete the anticipated divestiture of its Composites business and Marl BDO facility.

Ashland’s expectations and assumptions include, without limitation, internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, operating efficiencies and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases through price increases), and risks and uncertainties associated with the following: the program to eliminate certain existing corporate and Specialty Ingredients expenses (including the possibility that such cost eliminations may not occur or may take longer to implement than anticipated), the expected divestiture of its Composites segment and the Marl BDO facility, and related merchant I&S products (including, in each case, the possibility that a transaction may not occur or that, if a transaction does occur, Ashland may not realize the anticipated benefits from such transaction), the impact of acquisitions and/or divestitures Ashland has made or may make, including the acquisition of Pharmachem (including the possibility that Ashland may not realize the anticipated benefits from such transactions); Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s future cash flows, results of operations, financial condition and its ability to repay debt); Ashland’s ability to generate sufficient cash to finance its stock repurchase plans; severe weather, natural disasters, cyber events and legal proceedings and claims (including product recalls, environmental and asbestos matters); and without limitation, risks and uncertainties affecting Ashland that are described in Ashland’s most recent Form 10-K (including Item 1A Risk Factors) filed with the SEC, which is available on Ashland’s website at http://investor.ashland.com or on the SEC’s website at http://www.sec.gov. Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements. Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this communication whether as a result of new information, future events or otherwise.

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IMPORTANT INFORMATION

On January 2, 2019, Ashland filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A (the “proxy statement”) and blue proxy card in connection with its 2019 Annual Meeting, which is available free of charge at the SEC’s website at www.sec.gov and Ashland’s website at http://investor.ashland.com. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS, INCLUDING ASHLAND’S PROXY STATEMENT AND ANY AMENDMENTS THERETO AND ACCOMPANYING BLUE PROXY CARD, FILED WITH OR FURNISHED TO THE SEC BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT ASHLAND.

CERTAIN INFORMATION REGARDING PARTICIPANTS

Ashland, its directors, director nominees and certain of its officers, including William A. Wulfsohn, Brendan Cummins, William G. Dempsey, Jay V. Ihlenfeld, Susan L. Main, Jerome A. Peribere, Barry W. Perry, Craig A. Rogerson, Mark C. Rohr, Janice J. Teal, Michael J. Ward, Kathleen Wilson-Thompson, J. Kevin Willis, Peter J. Ganz and Seth A. Mrozek, will be participants in the solicitation of proxies from stockholders in respect of the 2019 Annual Meeting of Stockholders. Information regarding the ownership of the Company’s directors and executive officers in the company by security holdings or otherwise is included in Ashland’s proxy statement for the 2019 Annual Meeting of Stockholders, which was filed with the SEC on January 2, 2019. To the extent holdings of Ashland securities have changed since the amounts printed in the proxy statement for the 2019 Annual Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Stockholders may obtain free copies of the proxy statement and other relevant documents that Ashland files with the SEC on Ashland’s website at http://investor.ashland.com or from the SEC’s website at www.sec.gov.

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APPENDIX A

EBITDA and Adjusted EBITDA Reconciliation

 

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FOR FURTHER INFORMATION:
Investor Relations:	Media Relations:
Seth A. Mrozek	Joele Frank, Wilkinson Brimmer Katcher
+1 (859) 815-3527	Steve Frankel / Jill Kary
samrozek@ashland.com	+1 (212) 335-4449