UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 9, 2022, Messrs. William G. Dempsey and Ricky C. Sandler, current members of the Board of Directors (“Board”) of Ashland Global Holdings Inc. (“Ashland”) each decided to not stand for re-election, and to cease serving, as a director at Ashland’s next annual meeting of stockholders planned for January 24, 2023 (“Annual Meeting”).
Also, on June 9, 2022, Ashland’s Board of Directors (“Board”) elected Ms. Suzan F. Harrison and Mr. Steven D. Bishop to serve on the Board effective July 1, 2022, until the Annual Meeting. Ms. Harrison and Mr. Bishop will each enter into Ashland’s standard Director Indemnification Agreement and receive compensation as a non-employee director in accordance with Ashland’s non-employee director compensation program described under the caption “Director Compensation” in Ashland’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 7, 2021. Under the non-employee director compensation program, Ms. Harrison and Mr. Bishop will each receive an annual grant of restricted stock units, prorated from the effective date of their appointments until the next annual award in January 2023. Ms. Harrison and Mr. Bishop are each expected to stand for election at the Annual Meeting. The Board has not approved committee assignments for Ms. Harrison and Mr. Bishop at this time. Ashland intends to file an amendment to this Form 8-K as the Board approves such assignments.
A copy of the News Release issued on June 10, 2022, announcing the election of Ms. Harrison and Mr. Bishop to the Board and the planned departure of Messrs. Dempsey and Sandler, is attached to this Form 8-K as Exhibit 99.1 and incorporated into this Item 5.02 by reference.
Item 8.01 Other Events.
On June 10, 2022, Ashland issued a News Release relating to the election of Ms. Harrison and Mr. Bishop to the Board and the planned departure of Messrs. Dempsey and Sandler.
A copy of the News Release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits |
99.1 |
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Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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ASHLAND GLOBAL HOLDINGS INC. |
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June 10, 2022 |
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/s/ Yvonne Winkler von Mohrenfels |
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Yvonne Winkler von Mohrenfels |
Exhibit 99.1
News Release
Ashland Board appoints Steve D. Bishop, former chief executive officer, Procter and Gamble consumer health care, and Suzan F. Harrison, former president, Colgate-Palmolive global oral care as new directors effective July 1, 2022
William G. Dempsey and Ricky C. Sandler plan exit in January 2023
WILMINGTON, Del., June 10, 2022 – Ashland Global Holdings Inc. (NYSE: ASH) today announced the appointment of two new directors to its Board as of July 1, 2022: Steve Bishop, former chief executive officer, Procter and Gamble (P&G) consumer health care, and Suzan Harrison, former president, Colgate-Palmolive global oral care.
William Dempsey who has served as a director since 2016, and Ricky Sandler, who joined the board in 2020 have decided not to stand for re-election at Ashland’s Annual Shareholders Meeting in January 2023.
Dempsey is the former executive vice president, global pharmaceuticals, Abbott Laboratories and the current chair of the Board’s governance and nominating committee. He is also a member of the environment, health, safety and quality committee. Sandler is the founder and chief executive officer and chief investment officer of Eminence Capital. He is a member of both the audit and governance and nominating committee.
To allow for an orderly transition, the addition of Bishop and Harrison temporarily increases the size of the Board from nine to 11 members until the next Annual Shareholders Meeting in January 2023.
Steve Bishop is the recently retired chief executive officer of P&G consumer health care. In this capacity, he led the $11 billion consumer health care reportable unit. Previously, he served in president or group president roles across other P&G global operating units. He is a disciplined, results oriented leader who has a deep passion for innovation. As a mentor to several executives, he also supported the personal development of women and minorities and enabled broader executive level diversity in the company. Bishop is a graduate of Purdue University, where he obtained a Bachelor of Science degree in Agricultural Economics.
Suzan Harrison has held a variety of leadership positions at the Colgate-Palmolive Company. She was named president, global oral care in 2011, a position she held until her retirement in 2019. Previously, she was president, Hill’s Pet Nutrition Inc. North America, and held other senior leadership positions, including vice president, marketing, for Colgate U.S., and vice president and general manager of Colgate Oral Pharmaceuticals, North America and Europe. She has strong operational experience in consumer products and a passion for sustainability. Harrison is a member of the Board of Directors of WestRock Company, and ADM where she chairs the Sustainability and Social Responsibility committee. Harrison holds a Master of Business
Administration degree from New York University and a Bachelor of Science degree from Binghamton University.
“I am excited to welcome Steve and Suzan as new directors to the Ashland Board, and I am confident they will provide valuable perspectives as we continue to execute our strategy, drive profitability, and enhance value for our shareholders,” said Guillermo Novo, chair and chief executive officer, Ashland.
To learn more, visit investor.ashland.com
About Ashland
Ashland Global Holdings Inc. (NYSE: ASH) is a global additives and specialty ingredients company with a conscious and proactive mindset for sustainability. The company serves customers in a wide range of consumer and industrial markets, including architectural coatings, automotive, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceuticals. Approximately 3,800 passionate, tenacious solvers – from renowned scientists and research chemists to talented engineers and plant operators – thrive on developing practical, innovative and elegant solutions to complex problems for customers in more than 100 countries. Visit ashland.com and ashland.com/sustainability to learn more.
™ Trademark, Ashland or its subsidiaries, registered in various countries.
FOR FURTHER INFORMATION:
Investor Relations: |
Media Relations: |
Seth A. Mrozek |
Carolmarie C. Brown |
+1 (302) 594-5010 |
+1 (302) 995-3158 |
samrozek@ashland.com |
ccbrown@ashland.com |