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
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Date of Report (Date of earliest event reported): May 15, 2026 |
ASHLAND INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
333-211719 |
81-2587835 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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8145 Blazer Drive |
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Wilmington, Delaware |
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19808 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, par value $.01 per share |
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ASH |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 15, 2026, the Board of Directors (the “Board”) of Ashland Inc. (the “Company”) increased the size of the Board from eight to nine directors and appointed Mr. Bertrand Loy to serve as an independent director on the Board, effective the same day. Mr. Loy was also named to the Audit Committee as well as the Governance and Nominating Committee of the Board, with both appointments also taking effect on May 15, 2026.
Mr. Loy will be entitled to participate in the compensation program for the Company’s independent directors which is described in the Director Compensation section of the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders on file with the Securities and Exchange Commission. Under the non-employee director compensation program, Mr. Loy will receive an annual grant of restricted stock units, prorated from the effective date of his appointment until the next annual award in January 2027. Mr. Loy is also expected to be included as a director nominee at the Company's 2027 Annual Meeting of Stockholders.
There are no arrangements or understandings between Mr. Loy and any other persons pursuant to which he was selected as a director, and there are no transactions involving Mr. Loy that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the News Release issued on May 18, 2026, announcing the election of Bertrand Loy to the Board is attached to this Form 8-K as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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.
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ASHLAND INC. |
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Date: |
May 18, 2026 |
By: |
/s/ Robin E. Lampkin |
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Robin E. Lampkin
Senior Vice President, General Counsel and Secretary |