ASHLAND GLOBAL HOLDINGS INC.

(ASH)
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Delayed Nyse  -  05/27 04:00:02 pm EDT
108.84 USD   +2.91%
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ASHLAND GLOBAL HOLDINGS INC : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

01/27/2022 | 06:03am EDT

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 24, 2022, the Board of Directors (the "Board") of Ashland Global Holdings Inc. ("Ashland") adopted amendments to the By-Laws (the "By-Laws") of Ashland, effective January 24, 2022, to change the references to "Chairman of the Board" and "chairman of the meeting," respectively to "Chair of the Board" and "chair of the meeting," to remove gender-exclusive language.

The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Bylaws, as amended and restated, which are filed as Exhibit 3.1 hereto and incorporated herein by reference.

In furtherance to the above amendments to the By-Laws, Mr. Guillermo Novo has formally changed his title to Chair of the Board and CEO of Ashland Global Holdings Inc.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the annual meeting ("Annual Meeting") of stockholders of Ashland Global Holdings Inc. ("Ashland") held on January 25, 2022, a total of 52,567,726 shares of Ashland's Common Stock, representing 92% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are described below.

Proposal 1: All of the nominees for director were elected to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified, by the votes set forth in the table below:




Nominee               For        Abstain  Broker Non-Votes

Brendan M. Cummins 48,213,805 647,090 3,706,830 William G. Dempsey 48,507,126 353,769 3,706,830 Jay V. Ihlenfeld 48,670,124 190,771 3,706,830 Wetteny Joseph 48,651,346 209,549 3,706,830 Susan L. Main 48,770,212 90,683 3,706,830 Guillermo Novo 48,043,794 817,101 3,706,830 Jerome A. Peribere 48,519,308 341,587 3,706,830 Ricky C. Sandler 48,677,052 183,843 3,706,830 Janice J. Teal 47,262,158 1,598,737 3,706,830

Proposal 2: The appointment of Ernst & Young LLP as Ashland's independent registered public accountants for fiscal 2022 was ratified by the stockholders by the votes set forth in the table below:




   For     Against Abstain
52,284,499 240,821 42,404

Proposal 3: The non-binding advisory resolution approving the compensation paid to Ashland's named executive officers, as disclosed in Ashland's Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, was approved by the stockholders by the votes set forth in the table below:

For Against Abstain Broker Non-Votes

47,547,363 1,205,120 108,441    3,706,830



--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.

   (d) Exhibits

  3.1    Bylaws of Ashland Global Holdings Inc. (As Amended and Restated
       Effective January 24, 2022)
  104  Cover Page Interactive Data File (embedded with the Inline XBRL document)





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