UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 April 10, 2024, the Board of Directors (“Board”) of Ashland Inc. (“Company”) elected Scott A. Tozier to the Board to serve as an independent director, and also appointed him to serve as a member of the Board's Audit Committee and the Environmental, Health, Safety, and Quality Committee, in each case effective April 15, 2024. Mr. Tozier will be entitled to participate in the compensation program for the Company’s independent directors which is described in the Director Compensation section of the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders on file with the Securities and Exchange Commission. Under the non-employee director compensation program, Mr. Tozier will receive an annual grant of restricted stock units, prorated from the effective date of his appointment until the next annual award in January 2025. Mr. Tozier is also expected to be included as a director nominee at the Company's 2025 Annual Meeting of Stockholders.
There are no arrangements or understandings with Mr. Tozier pursuant to which he was selected as a director of the Company and there are no transactions involving Mr. Tozier or any of his immediate family members that are subject to disclosure by the Company under Item 404(a) of SEC Regulation S-K.
A copy of the News Release issued on April 15, 2024, announcing the election of Scott A. Tozier to the Board is attached to this Form 8-K as Exhibit 99.1 and incorporated by reference herein.
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 hereunto duly authorized.
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ASHLAND INC. |
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Date: |
April 15, 2024 |
By: |
/s/ Robin E. Lampkin |
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Robin E. Lampkin |
EXHIBIT 99.1
News Release
Ashland Board appoints Scott A. Tozier as new director
Tozier is strategic advisor to the CEO, and former executive vice president and chief financial officer of Albemarle Corporation
WILMINGTON, Del., April 15, 2024 – Effective today, Ashland Inc. (NYSE: ASH) has announced the appointment of Scott A. Tozier, strategic advisor to the CEO and former executive vice president and chief financial officer of Albemarle Corporation to its Board of Directors. Tozier will serve on the Board's Audit Committee and Environmental, Health, Safety and Quality Committee, each also effective April 15, 2024. Prior to Albemarle, Tozier held several leadership positions at Honeywell International, Inc. and served on the Board of Directors for Garrett Motion, Inc.
Tozier is an experienced global executive with strong industry leadership in financial management, mergers and acquisitions, sustainability, information technology, corporate procurement and logistics and shared services.
With the addition of Tozier, Ashland temporarily increases the size of the Board to 10 members until the next Annual Stockholders Meeting in January 2025.
“I am delighted to welcome Scott as a new director to the Ashland Board,” said Guillermo Novo, chair and chief executive officer, Ashland. “As we continue to sustainably shape and grow our portfolio through executing, globalizing, innovating and acquiring, I am confident Scott will provide key perspectives for our team.”
To learn more, visit investor.ashland.com
About Ashland
Ashland Inc. (NYSE: ASH) is a global additives and specialty ingredients company with a conscious and proactive mindset for environmental, social and governance (ESG). The company serves customers in a wide range of consumer and industrial markets, including architectural coatings, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceutical. 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/ESG to learn more.
™ Trademark, Ashland or its subsidiaries, registered in various countries.
FOR FURTHER INFORMATION:
Investor Relations: |
Media Relations: |
William Whitaker |
Carolmarie C. Brown |
+1 (614) 790-2095 |
+1 (302) 995-3158 |
wcwhitaker@ashland.com |
ccbrown@ashland.com |