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:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock ($0.01 par value)
NGVT
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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On April 27, 2023, Ingevity Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders voted on the five proposals identified below. Each of the proposals is described in more detail in the Company's definitive proxy statement, which was filed with the U.S. Securities and Exchange Commission on March 10, 2023.
There were 37,168,186 shares of the Company’s common stock issued and outstanding on the record date and entitled to vote at the Annual Meeting, and 34,898,378 shares (93.89%) were represented in person or by proxy at the Annual Meeting, which number constituted a quorum.
The final voting results for each proposal voted upon at the Annual Meeting are described below.
1.Election of the ten (10) director nominees listed below, each for a one-year term or until his or her successor is duly elected and qualified:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
Jean S. Blackwell
33,107,747
340,909
34,578
1,415,144
Luis Fernandez-Moreno
32,595,205
849,097
38,932
1,415,144
John C. Fortson
33,206,684
239,091
37,459
1,415,144
Diane H. Gulyas
33,143,701
302,275
37,258
1,415,144
Bruce D. Hoechner
33,237,502
207,415
38,317
1,415,144
Frederick J. Lynch
33,250,374
194,892
37,968
1,415,144
Karen G. Narwold
33,314,596
130,603
38,035
1,415,144
Daniel F. Sansone
33,173,801
270,411
39,022
1,415,144
William J. Slocum
33,246,999
198,551
37,684
1,415,144
Benjamin G. (Shon) Wright
33,350,328
94,165
38,741
1,415,144
2.Approval, on a non-binding, advisory basis, of the compensation of our named executive officers.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
31,326,271
2,108,811
48,152
1,415,144
3. Approval, on a non-binding basis, of the frequency of named executive officer compensation advisory vote.
Votes For Every One Year
31,837,964
Votes For Every Two Years
9,365
Votes For Every Three Years
1,606,220
Votes to Abstain
29,685
Broker Non-Votes
1,415,144
After considering the outcome of this advisory vote, the Board of Directors has determined that the Company will hold the advisory (non-binding) vote on named executive officer compensation once every year until the next required advisory vote on frequency, which will be no later than the Company’s annual meeting of stockholders occurring six years from the date of this annual meeting held on April 27, 2023.
4. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2023.
FOR
AGAINST
ABSTAIN
34,679,413
197,213
21,752
5. Approval of amendment and restatement of the 2017 Ingevity Corporation Employee Stock Purchase Plan.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
33,222,364
243,149
17,721
1,415,144
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit No.
Description of Exhibit
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INGEVITY CORPORATION
(Registrant)
By:
/S/ STACY L. COZAD
Stacy L. Cozad
Executive Vice President, General Counsel and Secretary
