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8-K - PDF VERSION - ASHLAND INC.form8k.pdf
EX-10.1 - EXHIBIT 10.1 AMENDMENT TO 2011 ASHLAND INC. INCENTIVE PLAN - ASHLAND INC.ex101.htm
EX-10.2 - EXHIBIT 10.2 AMENDED AND RESTATED 2011 ASHLAND INC INCENTIVE PLAN - ASHLAND INC.ex102.htm
 

 
 
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):  February 1, 2013
 
ASHLAND INC.
(Exact name of registrant as specified in its charter)
 

 
 
Kentucky
(State or other jurisdiction of incorporation)
 

 
  1-32532     20-0865835  
  (Commission File Number)      (I.R.S. Employer Identification No.)  
         
 
                                                                            
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, Kentucky  41012-0391
Registrant’s telephone number, including area code (859) 815-3333
 
 
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)) 
 
 


 
 
 
 
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Amendment to the 2011 Ashland Inc. Incentive Plan

At the Ashland Inc. (“Ashland”) Annual Meeting of Shareholders (the “Annual Meeting”), the shareholders approved an amendment (the “Amendment”) to the 2011 Ashland Inc. Incentive Plan (the “2011 Incentive Plan”). The 2011 Incentive Plan authorizes the grant of equity-based awards (“Awards”) to officers and employees in the form of stock options (“Options” or “Option Awards”), stock appreciation rights (“SARs” or “Stock Appreciation Awards”), restricted stock (“Restricted Stock” or “Restricted Stock Awards”), restricted stock units (“RSUs” or “Restricted Stock Unit Awards”), incentive awards (“Incentive Awards”), performance unit or LTIP awards (“Performance Unit Awards”) and merit awards (“Merit Awards”). Directors may also be granted Awards, provided that they may not be granted Incentive Stock Options (“ISOs”), Incentive Awards, Performance Awards or Merit Awards.

The Amendment provides for the following changes to the 2011 Incentive Plan:

·  
The number of shares of Ashland Common Stock available for issuance under the 2011 Incentive Plan has been increased by 2,000,000 shares to 4,000,000 shares total.

·  
For purposes of counting the number of shares available to be issued under the 2011 Incentive Plan, “full value awards” (i.e., awards settled in stock other than Options and Stock Appreciation Rights) that are granted on or after the 2013 Annual Meeting will be counted against the share reserve on a 2.2 for 1 basis.

·  
Dividends and dividend equivalents for Restricted Stock, Restricted Stock Unit Awards, Incentive Awards, Performance Unit Awards and Merit Awards that vest based on Performance Goals will be accumulated until those Awards are earned, and such dividends and dividend equivalents will not be paid if the Performance Goals are not satisfied.

·  
No Awards may be granted under the 2011 Incentive Plan after the tenth anniversary of the date the Board of Directors voted to amend the plan (November 14, 2022), or an earlier date as determined by the Board.

Awards under the Amended and Restated 2011 Ashland Inc. Incentive Plan (the “Amended and Restated 2011 Incentive Plan”) may only be granted to regular, full-time or part-time employees of Ashland or any of its subsidiaries (“Participants”) and directors who are not employees (“Outside Directors”).
 
Certain Awards are based on the attainment of “Performance Goals,” which means performance goals as may be established in writing by the Personnel and Compensation Committee (the “P&C Committee”). Such goals may be absolute in their terms or measured against or in relation to other
 
 
 
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companies comparably or otherwise situated. Such Performance Goals may be particular to a Participant or the subsidiary, division or other unit of Ashland in which the Participant works and/or may be based on the performance of Ashland generally. The Amended and Restated 2011 Incentive Plan is designed to qualify Awards for deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).  The Performance Goals applicable to any Award that is intended to qualify for the performance-based exception from the tax deductibility limitations of Section 162(m) of the Code shall be based on one or more of the following criteria: earnings, stock price, return on equity, return on investment, total return to shareholders, economic profit, debt rating, operating income, cash flows, cost targets, return on assets or margins.
 
The P&C Committee has the exclusive authority to administer the Amended and Restated 2011 Incentive Plan for Participants. The Governance and Nominating Committee has the exclusive authority to administer the Amended and Restated 2011 Incentive Plan for Outside Directors.
 
For more information about the Amendment, see Ashland’s Proxy Statement filed with the Securities and Exchange Commission on December 6, 2012.  This summary is qualified in its entirety by reference to the full text of the Amendment to the 2011 Incentive Plan attached as Exhibit 10.1 hereto and incorporated herein by reference and to the full text of the Amended and Restated 2011 Incentive Plan, attached as Exhibit 10.2 hereto and incorporated herein by reference.
 
  
Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
Ashland held its Annual Meeting on January 31, 2013.  At the Ashland Annual Meeting a total of 72,179,771 shares of Ashland Common Stock, representing 91% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:
 
Proposal 1: All Class III nominees for director were elected to serve a three-year term until the 2016 Annual Meeting, or until their respective successors are elected and qualified, by the votes set forth in the table below:
 
Nominee
For
Against
Abstain
Broker Non-Votes
 
 
Brendan M. Cummins
64,802,621
279,026
266,729
6,831,395
 
 
Mark C. Rohr
63,341,330
1,741,621
265,427
6,831,393
 
 
Janice J. Teal
64,609,370
472,516
266,493
6,831,392
 
 
Michael J. Ward
62,758,033 2,322,682 267,663 6,831,393  
 
Proposal 2:  The appointment of PricewaterhouseCoopers LLP as Ashland’s independent registered public accountants for fiscal 2013 was ratified by the shareholders by the votes set forth in the table below:
 
For
Against
Abstain
Broker Non-Votes
 
71,667,362
379,193
133,216
0
 
 
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Proposal 3:  The amendment to the 2011 Ashland Inc. Incentive Plan to increase the number of shares of common stock authorized for issuance under the plan by 2,000,000 shares and to make certain other amendments included therein was approved by the shareholders by the votes set forth in the table below:
 
For
Against
Abstain
Broker Non-Votes
 
61,528,125
3,529,247
291,002
6,831,397
 
 Proposal 4:  The non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, as disclosed in Ashland’s Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion was approved by the shareholders by the votes set forth in the table below:
 
For
Against
Abstain
Broker Non-Votes
 
62,199,687
1,589,767
1,558,916
6,831,401
 
Proposal 5: A shareholder proposal recommending that the Board of Directors (the “Board”) take action to declassify the Board was approved by the shareholders by the votes set forth in the table below:
 
For
Against
Abstain
Broker Non-Votes
 
53,986,787
10,887,376
474,214
6,831,394
 
 
Item 9.01.  Financial Statements and Exhibits
 
 
 (d)
 
Exhibits
  10.1 Amendment to 2011 Ashland Inc. Incentive Plan
  10.2 Amended and Restated 2011 Ashland Inc. Incentive Plan
 
 
 
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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.
 
(Registrant)
   
   
February 1, 2013
/s/ Lamar M. Chambers
 
Lamar M. Chambers
 
Senior Vice President and
Chief Financial Officer
 
 
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EXHIBIT INDEX
 
  10.1 Amendment to Ashland Inc. Incentive Plan
  10.2 Amended and Restated 2011 Ashland Inc. Incentive Plan
 
 
 
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