As previously disclosed in the Proxy Statement filed by Ashland Global Holdings Inc. (“Ashland”) with the Securities and Exchange Commission (“SEC”) on December 6, 2017 (the “Proxy Statement”), George A. Schaefer, Jr. 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 January 25, 2018 (the “Annual Meeting”).

At the Annual Meeting, the stockholders approved the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (the “2018 Omnibus Plan”).  The 2018 Omnibus Plan provides for awards in the form of Options, Stock Appreciation Rights (“SARs”), Restricted Shares, Restricted Stock Units (“RSUs”), Performance Compensation Awards, Performance Units, Cash Incentive Awards, Deferred Share Units and other equity-based or equity-related awards that the Committee determines are consistent with the purpose of the plan and the interests of Ashland.

An aggregate of 3,311,779 new shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Ashland have been reserved for issuance under the Plan, plus any shares remaining available for future grants of awards under the Amended and Restated 2015 Ashland Global Holdings Inc. Incentive Plan (the “Prior Plan”).  The maximum aggregate number of shares that may be delivered pursuant to ISOs granted under the 2018 Omnibus Plan would be 4,000,000.

For purpose of counting the number of shares available to be issued under the 2018 Omnibus Incentive Plan, any shares of Common Stock underlying an award other than a stock option, stock-settled SAR or cash-based award (collectively, the “Full-Value Awards”) that are issued or delivered under the Plan will reduce the shares available under the Plan by 2.0 shares for every one share of Common Stock issued or delivered in connection with such Full-Value Award, and any shares covered by an Award other than a Full-Value Award will reduce the shares of Common Stock available under the Plan by one share for every one share of Common Stock issued or delivered under such Award.

Awards under the 2018 Omnibus Plan may only be granted to regular, full-time or part-time employees of the Company or any of its Affiliates (“Participants”) and directors who are not employees (“Independent Directors").  No Awards may be granted under the Plan after January 25, 2028.

Certain Awards are based on the attainment of “Performance Goals,” which means performance goals as may be established by the Compensation Committee. Such goals may be absolute in their terms or measured against or in relation to other companies comparably or otherwise situated. Such Performance Goals may be relative to stock market indices or such other published or special indices as the Compensation Committee deems appropriate and/or may be based on the performance of the Company generally or one or more of its subsidiaries, divisions, departments, units, functions, partnerships, joint ventures or minority investments, product lines or products, and/or the performance of the individual Participant.

 

The Compensation Committee will have the exclusive authority to administer the 2018 Omnibus Plan and may, to the extent permitted by applicable laws, delegate authority under the Plan to one or more directors or employees. The Governance & Nominating Committee will have the exclusive authority to administer the 2018 Omnibus Plan for Independent Directors.

 

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Additionally, on January 24, 2018, the Compensation Committee approved the form of award agreements to be used for future grants to Participants under the 2018 Omnibus Plan in accordance with the terms of the Plan.

 

For more information about the 2018 Omnibus Plan, see Ashland’s Proxy Statement filed with the SEC.  The summary is qualified in its entirety by reference to the full text of the 2018 Omnibus Plan and the Form of Award Agreements attached as Exhibits 10.1 through 10.6 to this Current Report on Form 8-K and incorporated herein by reference.

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