falseIngevity Corp000165347700016534772020-04-232020-04-23

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

April 23, 2020
Date of Report (date of earliest event reported)
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NGVT-20200423_G1.JPG
INGEVITY CORPORATION
(Exact name of registrant as specified in its charter)
__________________________________________________________________________ 
Delaware 001-37586 47-4027764
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)
5255 Virginia Avenue North Charleston South Carolina 29406
(Address of principal executive offices) (Zip code)


Registrant’s telephone number, including area code: 843-740-2300

Not Applicable
(Former name or former address, if changed since last report)
_____________________________________________________________________________________________________
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 o
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ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On April 23, 2020, Ingevity Corporation (the "Company") held its 2020 Annual Meeting, at which the Company’s stockholders voted on the three proposals identified below. Each of the proposals are described in more detail in the Company's definitive Proxy Statement, which was filed with the Securities and Exchange Commission on March 9, 2020.
        
There were 41,832,444 shares of the Company’s common stock issued and outstanding on the record date and entitled to vote at the Annual Meeting, and 37,603,074 shares (89.89%) were represented in person or by proxy at the Annual Meeting, which number constituted a quorum.
        
Proposals No. 1, 2, and 3 were approved by the requisite vote of the Company’s stockholders. The final voting results for each proposal are described below.

1. A proposal to elect the eight (8) director candidates 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 34,998,541    375,033    28,489    2,201,011   
Luis Fernandez-Moreno 35,184,707    187,186    30,170    2,201,011   
J. Michael Fitzpatrick 35,016,155    355,851    30,057    2,201,011   
Diane H. Gulyas 35,119,551    253,306    29,206    2,201,011   
Richard B. Kelson 33,472,209    1,901,377    28,477    2,201,011   
Frederick J. Lynch 34,792,106    581,335    28,622    2,201,011   
Karen G. Narwold 35,231,005    142,914    28,144    2,201,011   
Daniel F. Sansone 34,993,413    380,620    28,030    2,201,011   


2. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2020.

FOR AGAINST ABSTAIN
37,376,913    201,213    24,948   

3. Approve on an advisory basis (non-binding) the compensation paid to our named executive officers (Say-on-Pay).

FOR AGAINST ABSTAIN BROKER NON-VOTE
34,222,542    1,136,202    43,319    2,201,011   


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/ JOHN C. FORTSON
John C. Fortson
Executive Vice President, Chief Financial Officer, and Treasurer
Date: April 23, 2020


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