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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): January 20, 2026

 

 

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

At the annual meeting (“Annual Meeting”) of stockholders of Ashland held on January 20, 2026, a total of 45,762,099 shares of Common Stock, representing 90.94% 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

Against

Abstain

Broker Non-Votes

Steven D. Bishop

37,690,628

182,935

31,896

3,711,606

Sanat Chattopadhyay

37,059,909

644,129

201,420

3,711,606

 

Suzan F. Harrison

37,309,662

395,837

199,962

3,711,606

Ashish K. Kulkarni

37,124,484

581,327

199,647

3,711,606

Susan L. Main

37,703,746

170,359

31,356

3,711,606

 

Guillermo Novo

37,087,627

786,294

31,536

3,711,606

Jerome A. Peribere

36,206,666

1,351,413

347,378

3,711,606

Scott A. Tozier

37,397,146

478,012

30,301

3,711,606

Proposal 2: The appointment of Ernst & Young LLP as Ashland’s independent registered public accounting firm for fiscal 2026 was ratified by the stockholders by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

41,483,293

109,138

24,628

3,711,606

Proposal 3: The non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, was approved by the stockholders by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

36,593,493

1,247,959

64,001

3,711,606

 

 


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 thereunto duly authorized.

 

 

 

ASHLAND INC.

 

 

 

 

Date:

January 22, 2026

By:

/s/ Robin E. Lampkin

 

 

 

Robin E. Lampkin
Senior Vice President, General Counsel
and Secretary