ASHLAND GLOBAL HOLDINGS INC. (NYSE:ASH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ASHLAND GLOBAL HOLDINGS INC. (NYSE:ASH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Departure of Director

As previously disclosed in the definitive Proxy Statement filed by Ashland Global Holdings Inc. (“Ashland”) with the Securities and Exchange Commission (“SEC”) on January 2, 2019 (the “Proxy Statement”), Barry W. Perry did not seek re-election to Ashland’s Board of Directors and is no longer a director of Ashland effective as of Ashland’s Annual Meeting of Stockholders on February 8, 2019 (the “Annual Meeting”).

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

At the Annual Meeting, a total of 51,103,572 shares of Common Stock, representing 81.6% 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.In accordance with Ashland’s customary practice, Mr. Rogerson, a newly elected director, will enter into Ashland’s standard director Indemnification Agreement.Mr. Rogerson will join the Compensation and Environmental, Health, Safety and Quality Committees.

On January 22, 2019, Ashland entered into a settlement agreement (the “Settlement Agreement”) with Cruiser Capital Advisors, LLC, Keith M. Rosenbloom, Cruiser Capital Master Fund LP, Metamorphosis IV LLC, William H. Joyce, Metamorphosis Master Fund LP, Cruiser Capital Metamorphosis Advisors, LLC, Cruiser Capital, LLC, Cruiser Capital, Ltd., the William H. Joyce Revocable Trust and the Joyce Family Irrevocable Trust (collectively, the “Cruiser Group”), certain terms of which are disclosed in Ashland’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 22, 2019 (the “Settlement Agreement Form 8-K”). The description of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to the Settlement Agreement Form 8-K and is incorporated herein by reference.An estimate of the anticipated cost to Ashland of the solicitation of proxies was included in the Proxy Statement.

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

Against

Broker Non-Votes

Brendan M. Cummins

50,461,282

429,844

212,445

William G. Dempsey

50,442,642

448,484

212,445

Jay V. Ihlenfeld

50,591,451

299,675

212,445

Susan L. Main

50,435,703

455,423

212,445

Jerome A. Peribere

50,672,356

218,770

212,445

Craig A. Rogerson

50,634,320

256,806

212,445

Mark C. Rohr

50,328,991

562,135

212,445

Janice J. Teal

49,808,592

1,082,534

212,445

Michael J. Ward

49,152,355

1,738,771

212,445

Kathleen Wilson-Thompson

50,468,539

422,587

212,445

William A. Wulfsohn

48,956,017

1,935,109

212,445

Proposal 2:The appointment ofErnst & Young LLPas Ashland’s independent registered public accountants for fiscal 2019 was ratified by the stockholders by the votes set forth in the table below:

For

Against

Abstain

50,882,230

86,409

134,933

Proposal 3:The non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, as disclosed in Ashland’s Proxy Statement 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

47,293,674

Against

3,265,740

Abstain

331,713

Broker Non-Votes

212,445

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