Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Retirement
Effective May 21, 2020, Mark C. Rohr and Kathleen Wilson-Thompson retired from
the Board of Directors (the "Board") of Ashland Global Holdings Inc.
("Ashland"). The retirement is not due to any disagreement with Ashland on any
matter relating to Ashland's operations, policies or practices. In connection
with the retirement of Mr. Rohr and Ms. Wilson-Thompson, the Board size has been
reduced from eleven directors to nine directors.
General Counsel Transition
On May 22, 2020, Ashland announced that the Board appointed Yvonne Winkler von
Mohrenfels to serve as General Counsel and Secretary effective January 1,
2021. Ms. Winkler von Mohrenfels is succeeding Peter J. Ganz, who will retire
from Ashland effective December 31, 2020. To support a smooth transition, Ms.
Winkler von Mohrenfels will serve as Deputy General Counsel effective
immediately.
Letter Agreement
In connection with his upcoming retirement, Ashland and Mr. Ganz have entered
into a letter agreement, dated May 19, 2020 (the "Letter Agreement"). Under the
Letter Agreement, Mr. Ganz will continue to serve in his current capacity until
December 31, 2020 in accordance with his current terms and conditions of
employment. Pursuant to the Letter Agreement, upon his retirement, Mr. Ganz will
be offered a Severance Agreement and General Release pursuant to which Mr. Ganz
will be entitled to receive (1) a lump sum severance payment equal to 78 weeks
of base salary, in accordance with the terms of Ashland's Severance Pay Plan,
(2) 27 weeks of continued coverage under Ashland's medical and dental plans at
no cost, in accordance with the terms of Ashland's Severance Pay Plan, (3) a
pro-rata short term incentive payment for fiscal year 2021, based on actual
performance and paid at the time short term incentive payments are generally
made, (4) pro-rata vesting with respect to outstanding performance unit awards,
based on actual performance and payable in accordance with the terms of such
awards and (5) pro-rata accelerated vesting of outstanding restricted stock unit
awards and stock appreciation rights.
Under the terms of the Severance Agreement and General Release, Mr. Ganz will
provide a general release of claims and agree to non-competition restrictions
for an 18-month post-termination period. The Severance Agreement and General
Release will also contain customary restrictive covenants related to
confidential information, company property, and non-disparagement.
The foregoing description of the Letter Agreement is a summary of its material
terms, does not purport to be complete and is qualified in its entirety by
reference to the agreement, which is filed hereto as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Consulting Agreement
In addition, Ashland and Mr. Ganz have entered into a separate, two-year
consulting agreement, dated May 19, 2020 (the "Consulting Agreement") and
effective as of January 1, 2021, pursuant to which Mr. Ganz will advise Ashland
on certain matters with which he is familiar as a result of his
employment. Pursuant to the Consulting Agreement, Mr. Ganz will receive a
$1,000,000 grant of restricted stock units, which will vest in two equal
tranches during the two-year consulting period.
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The foregoing description of the Consulting Agreement is a summary of its
material terms, does not purport to be complete and is qualified in its entirety
by reference to the agreement, which is filed hereto as Exhibit 10.2 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 8.01. Other Events.
On May 22, 2020, Ashland issued a press release relating to the announcement
described in Item 5.02. The release is filed as Exhibit 99.1 to this Current
Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Letter Agreement by and between Ashland Global Holdings Inc. and
Peter J. Ganz, dated May 19, 2020.
10.2 Consulting Agreement by and between Ashland Global Holdings Inc. and
Peter J. Ganz, dated May 19, 2020.
99.1 News Release dated May 22, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document).
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