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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 20, 2022

 

 

ASHLAND INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

333-211719

81-2587835

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

8145 Blazer Drive

 

Wilmington, Delaware

 

19808

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 302 995-3000

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $.01 per share

 

ASH

 

The New York Stock Exchange

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

On September 20, 2022, the Board of Directors (the “Board”) of Ashland Inc. (the “Company”) adopted certain amendments to the Company's By-Laws under a new Section 3.16, effective as of September 20, 2022. Pursuant to the amendments, eligible stockholders may, subject to certain conditions in the new section, include up to the greater of two nominees and 20% of current directors in the Company’s proxy materials for elections to the Board.

 

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 By-Laws of Ashland Inc. (Amended and Restated as of September 20, 2022), filed hereto as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

3.1 By-Laws of Ashland Inc. (Amended and Restated as of September 20, 2022).

 

104 Cover Page Interactive Data File (embedded within 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.

 

 

 

ASHLAND INC.

 

 

 

 

Date:

September 20, 2022

By:

/s/ Yvonne Winkler von Mohrenfels

 

 

 

Yvonne Winkler von Mohrenfels
Senior Vice President,
General Counsel and Secretary