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 23, 2024, Ingevity Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders voted on the four 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 11, 2024.
There were 36,247,546 shares of the Company’s common stock issued and outstanding on the record date and entitled to vote at the Annual Meeting, and 34,260,140 shares (94.51%) 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 nine (9) 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
31,907,920
545,050
28,499
1,778,671
Luis Fernandez-Moreno
31,509,045
953,278
19,146
1,778,671
John C. Fortson
31,969,854
492,148
19,467
1,778,671
Diane H. Gulyas
31,908,052
555,388
18,029
1,778,671
Bruce D. Hoechner
31,770,265
691,982
19,222
1,778,671
Frederick J. Lynch
32,003,156
459,229
19,084
1,778,671
Karen G. Narwold
32,102,477
357,911
21,081
1,778,671
Daniel F. Sansone
31,970,362
491,886
19,221
1,778,671
Benjamin G. (Shon) Wright
32,097,099
364,877
19,493
1,778,671
2.Approval, on a non-binding, advisory basis, of the compensation of our named executive officers.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
31,520,246
903,967
57,256
1,778,671
3. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2024.
FOR
AGAINST
ABSTAIN
34,090,470
146,126
23,544
4. Approval of amendment to the Company’s Certificate of Incorporation to provide for the exculpation of certain officers from liability in limited circumstances.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
29,076,979
3,335,348
69,142
1,778,671
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