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, 2022, Ingevity Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders voted on the three 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, 2022.
There were 39,000,700 shares of the Company’s common stock issued and outstanding on the record date and entitled to vote at the Annual Meeting, and 36,234,192 shares (92.90%) 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.Election of the eight (8) 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
34,060,268
322,453
26,062
1,825,409
Luis Fernandez-Moreno
33,756,181
620,075
32,527
1,825,409
J. Michael Fitzpatrick
33,695,726
680,337
32,720
1,825,409
John C. Fortson
34,118,291
256,708
33,784
1,825,409
Diane H. Gulyas
34,064,971
317,827
25,985
1,825,409
Frederick J. Lynch
33,811,337
564,691
32,755
1,825,409
Karen G. Narwold
34,068,784
314,415
25,584
1,825,409
Daniel F. Sansone
34,119,661
256,281
32,841
1,825,409
2.Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2022.
FOR
AGAINST
ABSTAIN
36,146,564
64,376
23,252
3.Approval, on a non-binding, advisory basis, of the compensation of our named executive officers.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
32,766,915
1,574,299
67,569
1,825,409
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
