Ashland Inc. · NYSE:ASH
Ashland — Ashland Global Holdings — Proxy Contest (January 2019)
16 slides from Ashland's proxy contest presentation, Jan 17, 2019
Slide 1: Addressing Ashland's Inaccurate and Misleading Claims
Addressing Ashland’s Inaccurate and Misleading Claims January 17, 2019 http://ElevateAshland.com/
Slide 2: Ashland wants to distract investors by trying to make this about Cruiser
If this review process was so “Robust” and "thorough" then Ashland wants to distract why has Ashland replaced the investors by trying to make this chair of its Gov. & Nom. about Cruiser, which it has Committee (Brendan never been. This election is Cummins) who supervised the about making Ashland bet
Slide 3: The blatant misinformation on this slide proves a perfunctory review process
The blatant misinformation on this slide proves the point that Ashland pursued a perfunctory review process of the Stockholder Nominees 3 2 10 Dr. Joyce is certainly Why is this relevant? Bill Joyce currently eligible to be elected by Blatantly misleading serves on Hexion stockholders and self-servi
Slide 4: This is a hollow argument. Cruiser is not running for the Board
In 2018, most calls were dedicated to asking why the company would not meet This is a hollow with Bill Joyce argument. Cruiser is not running for the Board. In 2017 most calls Experienced, motivated, related to Jerome stockholder aligned Of these three 2018 Peribere joining the executives are meetin
Slide 5: The December 21st meeting - another example of ASH not engaging
The December 21st “meeting”- another example of ASH not engaging How are attempts to have constructive settlement discussions unconstructive? The Company has yet to respond to this email 26 days later and now past “early January”
Slide 6: Many Attempts at Engagement
Prior to formally submitting Director Nominations (October 2018) Cruiser told the Company that it hoped to worked collaboratively and constructively to replace retiring Director Barry Perry – just as we had done with Jerome Peribere Many Attempts at We were told that a vacancy on the Board would not
Slide 7: Simply false statement
Simply false statement 1) None, 0% of these companies overtly deprive their shareholders of the right to vote for their directors 2) None of these companies promote knowingly false TSR claims 3) None of these companies refuse to constructively engage with To the contrary, it is clear the knowledgeab
Slide 8: How would Ashland know? They never met or spoke directly to any of the nominees
How would Ashland know? They Dr. Joyce is arguably the most never met or spoke directly to any of successful chemical CEO ever. 50% of the nominees, and never asked them Ashland’s independent directors have how they could help the Company & never been CEOs stockholders Joyce currently oversees R&D b
Slide 9: Ashland has violated the most basic tenets of good corporate governance
Mr. Cummins appears to have violated his fiduciary duty as chair of Gov. & Nom. Committee and was removed by Ashland itself In the process of trying to avoid from that role. engaging in legitimate discussions, Why does he deserve any Former Head of Ashland has violated the most basic Gov. & Nom. sto
Slide 10: Chairman & CEO has been paid $43mm despite failing to grow ASI
Chairman & CEO has been paid $43mm despite failing to grow ASI over the past 4 years HAS BEEN PAID
Slide 11: Outperformance driven by public pressure from stockholders
Outperformance driven by public pressure from stockholders-beginning in November 2017
Slide 12: 6.1% operating income margin for a specialty business
6.1% operating income margin for a specialty business - LOTS of room for operational improvement . . .
Slide 13: Failed succession planning & multiple attempts to deny stockholders the right to vote
Failed succession planning & multiple attempts to deny stockholders the right to vote for their directors If the Gov. & Nom. Committee did such a great job- why has Ashland effectively disbanded the Committee? Committee Chair has been removed and retiring Barry Perry & Mike Ward
Slide 14: Returns have underperformed under current CEO & Chairman
Returns have underperformed under current CEO & Chairman (even with impossible assumptions) Impossible to have achieved return figures CEO Tenure 12/31/14 28% “Our Compensation Committee utilizes the entire S&P 500 index S&P 500 32% as our performance peer group (the “Performance Peer Group”). We be
Slide 15: Only when pushed by stockholders; not allowing shareholders to vote on Directors
• Only when pushed by stockholders • Not allowing shareholders to vote on Directors Nice Financial Engineering transaction – shifted $875mm of pension liability and dividend cash to ASH via $1bn of debt on VVV – but has not addressed operational issues at core business that have persisted for years
Slide 16: Always "ADJUSTED" & "On Track" has been the case for the past 4 years
Always “ADJUSTED” & “On Track” has been the case for the past 4 years for margin targets & will have to nearly DOUBLE annual FCF in 2020 & 2021 to reach targets LOW END of target No tangible updates on “ADJUSTED” free cash is a new how they are tracking addition – Look at the original May 1, 2017 pr
Ashland Global Holdings — Proxy Contest (January 2019) on 6ix