UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 19, 2017
ASHLAND GLOBAL HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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333-211719
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81-2587835
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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50 E. RiverCenter Boulevard
Covington, Kentucky 41011
Registrant’s telephone number, including area code (859) 815-3333
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 July 19, 2017, Susan L. Main and Kathleen Wilson-Thompson were elected to serve on the Board of Directors of Ashland Global Holdings Inc. (“Ashland”) effective immediately, increasing the size of the Board to 11 directors. Ms. Main will serve on the Board’s Audit Committee and Governance and Nominating Committee, while Ms. Wilson-Thompson will serve on the Compensation Committee and Environmental, Health, Safety and Quality Committee. Each will enter into Ashland’s standard Director Indemnification Agreement and will receive compensation as a non-employee director in accordance with Ashland’s non-employee director compensation program described under the caption “Compensation of Directors” in Ashland’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 7, 2016. Under the non-employee director compensation program, each will receive an initial grant of 1,883 restricted shares, as well as cash fees and a grant of restricted stock units, pro-rated from the date of appointment until the next annual meeting of stockholders. Ms. Main and Ms. Wilson-Thompson are expected to stand for election at the Company’s 2018 annual meeting of stockholders.
The election of Ms. Main and Ms. Wilson-Thompson to Ashland’s Board of Directors is discussed in more detail in the news release (the “News Release”) attached hereto as Exhibit 99.1, which is incorporated by reference into this Item 5.02.
Item 8.01. Other Events
On July 19, 2017, Ashland issued a News Release relating to the election of Ms. Main and Ms. Wilson-Thompson to the Board of Directors.
The News Release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
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(d)
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Exhibits
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99.1
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News Release dated July 19, 2017.
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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 GLOBAL HOLDINGS INC.
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(Registrant)
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July 19, 2017
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/s/ Peter J. Ganz |
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Peter J. Ganz
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Senior Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
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99.1
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News release dated July 19, 2017.
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Exhibit 99.1
News ReleaseAshland elects two new members to board of directors
COVINGTON, Kentucky, July 19, 2017 – Ashland (NYSE: ASH) today announced it has elected two new members to its board of directors, bringing the size of the board to 11 directors.
Susan L. Main has served as senior vice president and chief financial officer of Teledyne Technologies Incorporated (NYSE: TDY), 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. Earlier in her career, Ms. Main held financial and auditing roles at the former Hughes Aircraft Company. She is a graduate of California State University, Fullerton. Ms. Main will serve on Ashland’s audit committee and the governance and nominating committee.
Kathleen Wilson-Thompson is executive vice president and global chief human resources officer at Walgreens Boots Alliance Inc. (NASDAQ: WBA), 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 (NYSE: K). 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. Ms. Wilson-Thompson earned 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. She has served as a director of Vulcan Materials Company (NYSE: VMC), a producer of construction aggregates, since 2009. Ms. Wilson-Thompson will serve on Ashland’s compensation committee and the environmental, health, safety and quality committee.
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, personal care and pharmaceutical. At Ashland, we are nearly 7,000 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.
FOR FURTHER INFORMATION:
Investor Relations:
Seth A. Mrozek
+1 (859) 815-3527
samrozek@ashland.com
Media Relations:
Gary Rhodes
+1 (859) 815-3047
glrhodes@ashland.com