ASHLAND INC. (Form: 8-K, Received: 11/17/2014 17:29:52)

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 17, 2014 (November 12, 2014)

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)

	1-32532		20-0865835
	(Commission File Number)		(I.R.S. Employer Identification No.)

50 E. RiverCenter Boulevard

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

On November 14, 2014, Ashland Inc. (the “Company”) announced that its Chairman and Chief Executive Officer, James J. O’Brien, will retire effective December 31, 2014 pursuant to the Company’s previously announced succession and strategic plan. The Company’s Board of Directors (the “Board”) has appointed Mr. William A. Wulfsohn, 52, to succeed Mr. O’Brien as Chief Executive Officer and Chairman of the Board, both to be effective as of January 1, 2015, at which point Mr. O’Brien will also retire from the Board.

Mr. Wulfsohn has served since July 1, 2010 as the President and Chief Executive Officer of Carpenter Technology Corp. (NYSE:CRS), a global leader in the development, manufacture and distribution of cast/wrought and powder metal stainless steels and specialty alloys used in aerospace, energy, medical, transportation, consumer and industrial products. Mr. Wulfsohn has also held executive level positions with Honeywell International and PPG Industries, primarily in the area of specialty chemicals. Mr. Wulfsohn has served on Carpenter’s board since 2009 and has also served on the Board of Directors of PolyOne (NYSE:POL), a premium provider of specialized polymer materials, services and solutions.

Mr. Wulfsohn and the Company have not entered into an employment agreement, and there are no arrangements or understandings between Mr. Wulfsohn and any other person pursuant to which he was appointed as an executive officer of the Company. Additionally, there are no family relationships between Mr. Wulfsohn and any director or executive officer of the Company.

Mr. Wulfsohn and the Company have entered into a Letter Agreement (“Letter Agreement”), dated as of November 12, 2014 describing certain terms of his employment, including base salary, target annual performance bonus opportunity, a long-term incentive award and inducement equity award, all as further described below.

As Chief Executive Officer, Mr. Wulfsohn will receive an annual salary of $ 1,130,000. Pursuant to the Company’s Incentive Plan, Mr. Wulfsohn will be eligible to participate in the Company’s Incentive Compensation (“IC”) Plan and Long-Term Incentive Plan. Within the terms of the IC Plan, Mr. Wulfsohn will have an opportunity to earn an annual incentive award for fiscal year 2015 with a target value equal to 120% of his eligible earnings. Similar to all other IC-eligible employees within the Company, the actual award can range from 0% to 150%. Mr. Wulfsohn also will be eligible for an annual long-term incentive award under the Long-Term Incentive Plan in the form of equity awards with an aggregate target value of 400% of base pay. The weighting for each long-term component in the overall program is currently 50% performance vesting restricted stock unit awards, 25% time-vested restricted stock awards and 25% time-vested stock appreciation rights. In addition, Mr. Wulfsohn will receive an employment inducement award, in compliance with Rule 303A.08 of The New York Stock Exchange Listed Company Manual, consisting of a one time grant of time-vested restricted stock in the amount of 50,000 shares. In the event Mr. Wulfsohn’s employment terminates for reasons other than cause prior to the vesting of these shares, Mr. Wulfsohn will be paid in cash an amount equal to the value of the shares on the date of grant. All grants will be subject to the requirements of the Company’s stock ownership guidelines.

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As an executive officer of the Company, Mr. Wulfsohn also will be eligible to enter into the Company’s standard form of Change-in-Control Agreement for senior executives which provides a lump sum payment in the case of a termination of employment without cause (or a termination by the executive with good reason as defined in the Change-in-Control Agreement) within 24 months after a change of control of the Company equal to three times the sum of his highest annual base compensation and highest target percentage annual incentive compensation in respect of the prior three fiscal years preceding the fiscal year in which the termination occurs. In addition, Mr. Wulfsohn will be entitled to continue participation in medical, dental and group life plans through December 31 of the second calendar year following the calendar year in which employment is terminated and immediate vesting of all outstanding restricted stock and SARs. There is no tax gross-up, and Mr. Wulfsohn may be required to accept lesser benefits upon a change-in-control, if necessary to eliminate certain excise taxes, assuming a reduction in these benefits would result in a greater after tax amount. The Change-in-Control Agreement contains certain non-compete and non-solicit provisions that are in effect for 24 months following termination.

This Letter Agreement also provides that Mr. Wulfsohn will be entitled to participate in the Company’s Salary Continuation Plan (in the event of termination in the absence of a change of control), participate in various insurance and health benefit plans, financial planning assistance, deferred compensation, home security system monitoring, vacation, relocation assistance and other employee benefits under the same limitations and conditions as those applicable to other employees eligible to participate.

A copy of Mr. Wulfsohn’s Letter Agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference. A copy of the news release issued on November 14, 2014 announcing Mr. Wulfsohn’s appointment is furnished as Exhibit 99.1.

Item 9.01 . Financial Statements and Exhibits

	(d)	Exhibits
	10.1	Letter Agreement.
	99.1	News Release.

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)


November 17, 2014	/s/ Peter J. Ganz
	Peter J. Ganz
	Senior Vice President, General Counsel and S ecretary

Exhibit Description

10.1	Letter Agreement.
99.1	News Release.

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_________________________________________________

		Ashland Inc. 50 E. RiverCenter Blvd. P.O. Box 391 Covington, KY 41012-0391 (859) 815-3333 www.ashland.com

November 12, 2014

Mr. William A. Wulfsohn

319 Saint David’s Road

Wayne, PA 19087

Dear Bill:

This letter confirms the employment offer extended to you for the position of Chairman and Chief Executive Officer, Ashland Inc. The details of the offer are outlined below.

Your start date will be January 1, 2015.

Your starting base salary will be $1,130,000 annually. You will participate in the Ashland Incentive Compensation plan (IC). Your annual incentive opportunity at target performance is 120% of base salary with a maximum opportunity of 150% of target. You will be eligible for an award covering the full 2015 fiscal year. Ashland IC payouts are usually made in December.

You will participate in Ashland’s Long Term Incentive Program (LTIP). Awards of this program are granted annually with three-year performance cycles and are based on a percentage of the participant’s base salary in effect at the start of the performance cycle. LTIP grants are denominated in Performance Units and paid in shares of Ashland stock. Your overall, long-term compensation target [LTIP, Stock Appreciation Rights (SARS) and Restricted Stock] is 400%. The approximate weighting for each long-term component in the overall program is currently 50% LTIP, 25% SARs and 25% time-vested restricted shares. You will be eligible for a full grant starting with the 2015 – 2017 LTIP program. This first grant will be made following the Ashland annual meeting of shareholders on January 29, 2015. Thereafter grants under this program will typically be made in November of each year.

You will be granted a one-time restricted share award of 50,000 shares with a vesting schedule of 50% after one year and the remaining balance vesting after two years. In the event your employment with Ashland terminates for reasons other than cause prior to the vesting of these shares, you will be paid in cash an amount equal to the value of the shares on the date of grant.

Enclosed is a copy of the Ashland Inc. Salary Continuation Plan. If you are terminated by the Company without cause and prior to a Change in Control, the Ashland Inc. Salary Continuation Plan will serve as the guideline for establishing the base compensation, medical, dental and group life severance benefits and executive level

outplacement benefits to which you will be entitled. The benefits as outlined, however, do not create a contract of employment between you and Ashland.

Also enclosed is your Ashland Inc. Change in Control Agreement. You will be eligible for the benefits outlined in the agreement after your employment start date and in the event of a Change in Control.

In addition to the above, you will be eligible to participate in other benefit plans consisting of financial planning, monitoring of home security systems, deferred compensation, and various insurance and health benefit plans. Your participation in particular employee benefits programs will be subject to the same limitations and conditions as those applicable to other employees eligible to participate.

This employment offer is conditional upon the completion of appropriate reference checks and the successful completion of a drug screen. Separately, we will advise you of a date, time and place of the pre-employment drug screen.

Bill, on behalf of the Ashland Board of Directors I am very pleased to extend this offer of employment to you. We look forward to an excellent opportunity for both you and Ashland as a result of your acceptance. If you choose to accept this offer, please confirm with your written acceptance below by Monday, November 17, 2014.

If you have any questions, concerns or need additional information, please feel free to contact me on 215-321-7530.

		Best regards,


		/s/ Barry W. Perry
		Lead Director
		Ashland Inc.


ACCEPTED:	/s/ William Wulfsohn

DATE:	11/17/14

EXHIBIT 99.1

News Release

November 14, 2014

Ashland Inc. board of directors elects William A. Wulfsohn as chairman and chief executive officer

·	President and CEO of Carpenter Technology to succeed retiring Jim O’Brien effective January 1, 2015

·	Wulfsohn brings nearly 30 years of global chemicals and industrial experience

Covington, Ky. – Ashland Inc. (NYSE: ASH) today announced its board of directors has moved forward with its ongoing integrated succession and strategic plan by electing William A. Wulfsohn as the company’s new chairman and chief executive officer, effective January 1, 2015. He succeeds James J. O’Brien, who earlier this year announced plans to retire at the end of December after serving 12 successful years as chairman and CEO.

Wulfsohn, 52, brings nearly 30 years of world-class chemicals and industrial manufacturing experience to his new role with Ashland. Since 2010, he has served as president and CEO of Carpenter Technology Corp. (NYSE: CRS), a global leader in the development, manufacture and distribution of cast/wrought and powder metal stainless steels and specialty alloys used in aerospace, energy, medical, transportation, consumer and industrial products. He also has served on Carpenter’s board since 2009. Wulfsohn has led Carpenter’s senior management team through a major transformation, revitalizing the company’s capabilities and delivering outstanding results. Under his leadership, the company: constructed a highly advanced super alloy facility; expanded its scope of geographic operations; introduced new differential technology; and successfully integrated multiple accretive acquisitions. From fiscal 2010 through fiscal 2014, Carpenter Technology’s annual sales grew 93 percent, operating margin improved from 5 percent to 13 percent, and fully diluted earnings per share increased from $0.04 to $2.47. In addition, adjusted EBITDA nearly tripled, from $132 million in 2010 to $382 million in 2014. The Ashland board was attracted by Wulfsohn’s ability to deliver strong financial results through his focus on customer satisfaction, innovation and operational excellence.

Wulfsohn has enjoyed a long, proven career. After working for McKinsey & Co . , he focused his career on specialty materials with leading companies such as Honeywell International, PPG Industries and Carpenter Technology. During his three years at Honeywell, he helped lead the nylon business through a strategic redesign. In 2003, he joined PPG and a year later was named managing director of PPG Europe, based in Paris. In 2006, Wulfsohn was promoted to senior vice president, industrial coatings, leading a $4 billion business segment and reporting to PPG’s chairman and CEO. He has recently served on the board of directors of PolyOne (NYSE: POL), a premier provider of specialized polymer materials, services and solutions.

“Bill met or exceeded nearly every criteria we outlined for Ashland’s new CEO,” said Barry Perry, Ashland’s lead director and chair of the board’s Special Committee on CEO Succession. “Given Ashland’s successful transformation, we strongly believe he is the right leader to build on the company’s solid foundation and maximize the tremendous growth opportunities that lay ahead. Ashland has been fortunate to have had a high-performing CEO and a talented senior management team, which included several potential successors. Ultimately the board was attracted to Bill’s impressive track record and a shared objective of creating even greater value for Ashland’s shareholders.”

Wulfsohn will be based at Ashland’s corporate headquarters in Covington. An on-boarding process is under development to allow time for Wulfsohn and O’Brien to work together alongside other members of Ashland’s senior management team and the board. In addition, Perry, a member of Ashland’s board of directors since 2007, will work closely with Wulfsohn on his transition plan to ensure continued momentum and continuity of Ashland’s ongoing transformational and strategic framework .

“It has been a privilege to lead Carpenter Technology through a period of dramatic growth and strategic repositioning ,” Wulfsohn said. “ At the same time, Ashland’s incredible transformation over the past decade has been exciting to watch. Although I was not actively seeking a new CEO role, I was attracted by the opportunity to lead a larger, well-run company with a reputation for delivering superior product innovation, unmatched technical expertise and market-beating shareholder value. The Ashland board also convinced me that they were interested in pursuing additional strategic growth opportunities in the global marketplace. I look forward to engaging quickly and directly with Ashland’s employees, customers and investors. My objective is to sustain the core strengths that have driven the company’s existing growth and work alongside the team and board to enhance the Company’s operating and financial performance in the years ahead.”

“Bill is inheriting a very different Ashland than when I assumed the role in 2002,” said O’Brien. “His global experience within the specialty chemicals industry, combined with the insights and knowledge he has gained as CEO of a public company, will serve him well at Ashland. I look forward to working with Bill in the weeks ahead to ensure a smooth transition.”

Wulfsohn earned a chemical engineering degree from the University of Michigan and received an MBA from Harvard Business School. He and his wife, Stephanie, have three daughters.

About Ashland

Ashland Inc. (NYSE: ASH) is a global leader in providing specialty chemical solutions to customers in a wide range of consumer and industrial markets, including architectural coatings, automotive, construction, energy, food and beverage, personal care and pharmaceutical. Through our three commercial units – Ashland Specialty Ingredients, Ashland Performance Materials and Valvoline – we use good chemistry to make great things happen for customers in more than 100 countries. Visit ashland.com to learn more.

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FOR FURTHER INFORMATION:

Investor Relations:

Jason Thompson

+1 (859) 815-4454

jlthompson@ashland.com

Media Relations:

Gary Rhodes

+1 (859) 815-3047

glrhodes@ashland.com