Form 8-K - Current report

 

 

 

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

 

October 2, 2024

Date of Report (date of earliest event reported)

 

 

 

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.)

 

4920 O’Hear Avenue, Suite 400 North Charleston South Carolina		29405
(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 ☐

 

 

 

 

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

On October 3, 2024, Ingevity Corporation (“Ingevity” or the “Company”) announced that the Company’s Board of Directors (the “Board”) has appointed Luis Fernandez-Moreno as the interim President and Chief Executive Officer of the Company, in addition to his role as a member of the Board. He succeeds John C. Fortson, who departed as President and Chief Executive Officer and has resigned as a member of the Board, effective as of October 2, 2024. The Board has established a search committee to identify and select a permanent President and Chief Executive Officer.

 

In connection with his appointment to interim President and Chief Executive Officer, Mr. Fernandez-Moreno stepped down from his roles on the Board’s committees. Biographical and other information regarding Mr. Fernandez-Moreno required by Items 401(b) and 401(e) of Regulation S-K is contained in the Company’s Proxy Statement on Schedule 14A for its 2024 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 11, 2024 (the “Proxy Statement”), and such information is incorporated by reference into this Current Report on Form 8-K. Mr. Fernandez-Moreno does not have any family relationships with any of the Company’s directors or executive officers and has no direct or indirect material interest in any current or proposed transaction with the Company which disclosed pursuant to Item 404(a) of Regulation S-K is required. No arrangement or understanding exists between Mr. Fernandez-Moreno and any other person pursuant to which Mr. Fernandez-Moreno was selected as the interim President and Chief Executive Officer.

 

Fernandez-Moreno Offer Letter

 

In connection with his appointment as interim President and Chief Executive Officer, the Company entered into an offer letter with Mr. Fernandez-Moreno, effective as of October 2, 2024, setting forth the terms of his employment (the “Offer Letter”). The Offer Letter provides that Mr. Fernandez-Moreno will receive an annual base salary of $3,000,000 per year (which will be prorated for his period of service as interim President and Chief Executive Officer). He will be eligible to participate in the Company’s employee benefit plans on the same basis as similarly situated executives of the Company. While employed as interim President and Chief Executive Officer, Mr. Fernandez-Moreno will continue to be nominated for reelection to the Board annually and will serve as a member of the Board, but he will not be eligible to receive cash director fees or additional director equity grants pursuant to any non-employee director plans or programs maintained by the Company.

 

In addition to Mr. Fernandez-Moreno’s annual salary, he will receive a one-time equity award of restricted stock units with a fair value (as of October 2, 2024) of $1,000,000 (the “RSU Award”), which award will vest on the one year anniversary of the date of the award, subject to his continued employment or Board service through such anniversary; provided that, to the extent a successor Chief Executive Officer has been appointed by the Board prior to such date, Mr. Fernandez-Moreno has facilitated an orderly transition of duties to such successor; provided further that, if Mr. Fernandez-Moreno’s service as interim President and Chief Executive Officer ceases prior to such date, he shall only vest in a portion of the RSU Award equal to 1/12th of the RSU Award multiplied by the full and partial number of months during which he served as interim President and Chief Executive Officer.

 

Fortson Severance Agreement

 

In connection with his termination, Mr. Fortson will be eligible to receive severance compensation and benefits consistent with those set forth in Section 6(a) of his previously disclosed Amended and Restated Severance and Change of Control Agreement, dated as of February 17, 2022 (the “Severance Agreement”), and as described in the Proxy Statement.

 

All compensation and benefits payable under the Severance Agreement are subject to Mr. Fortson’s compliance with the terms of the Severance Agreement (including confidentiality, non-competition and non-solicitation covenants) and his execution and non-revocation of a release of claims against the Company.

 

The foregoing descriptions of the Offer Letter and the Severance Agreement are qualified in their entirety by the full text the Offer Letter and the Severance Agreement. A copy of the Offer Letter will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and a copy of the Severance Agreement was previously filed by the Company with Securities and Exchange Commission on February 24, 2022 as Exhibit 10.50 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

 

 

ITEM 7.01. REGULATION FD DISCLOSURE.

 

On October 3, 2024, Ingevity issued a press release related to the aforementioned CEO transition. A copy of the press release is filed as Exhibit 99.1 hereto.

 

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

Exhibit No.		Description of Exhibit
99.1		Press Release, dated October 3, 2024.
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/ MARY DEAN HALL
		Mary Dean Hall
		Executive Vice President and Chief Financial Officer
Date: October 3, 2024

 

 

 

Exhibit 99.1

 

		Ingevity Corporation 4920 O’Hear Avenue Suite 400 North Charleston, S.C. 29405 USA www.ingevity.com
		Contact:
News		Caroline Monahan
		843-740-2068
		[e-mail]
		Investors:
		John E. Nypaver, Jr.
		843-740-2002
		[e-mail]

 

Ingevity announces CEO transition as Fortson departs company; Fernandez-Moreno appointed as interim president and CEO

 

NORTH CHARLESTON, S.C., Oct.3, 2024 – Ingevity Corporation (NYSE: NGVT) today announced that John Fortson has departed as president and chief executive officer and from the board of directors of the company, effective as of October 2, 2024. The board of directors has appointed current board director, Luis Fernandez-Moreno as interim president and chief executive officer while it conducts a search for a permanent replacement.

 

“On behalf of the entire board, I want to thank John for his leadership and dedication to Ingevity over the past nine years,” said Jean Blackwell, chair of the board of directors. “Under John’s guidance, Ingevity successfully transitioned into a standalone public company, expanded its global footprint and established itself as a leader in key markets. We are grateful for his contributions and wish him the very best in his future endeavors.”

 

“I thank the board for letting me serve Ingevity for these years, and I wish Ingevity the best going forward,” said John Fortson.

 

“Ingevity has made significant progress in recent years, successfully navigating a period of strategic transformation and portfolio optimization,” said Fernandez-Moreno. “I, too, thank John for his service and firmly believe that Ingevity is well-positioned for long-term success thanks to his leadership. I am eager to work alongside our talented and committed team to build upon our progress thus far and focus on successfully executing the company’s plans to improve business performance.”

 

Fernandez-Moreno has been a member of Ingevity’s board of directors since its spinoff in 2016. He was chair of the nominating and governance committee, a position he resigned to assume the role of interim president and CEO.

 

 

Fernandez-Moreno has a 40-year history of successfully leading complex global businesses in the specialty chemicals industry, including as president of Ashland Inc.’s Chemicals division, a $3.5 billion business. Before joining Ashland, Fernandez-Moreno was executive vice president of HTH Water Products & Wood Protection for Arch Chemicals Inc. from 2010 to 2011. He previously spent over 25 years at Rohm & Haas Company until it was acquired by Dow Chemical Company, after which he managed the newly formed Dow Coatings Materials business until 2010. He currently serves on the board of directors of Select Water Solutions Inc., a provider of sustainable water and chemical solutions to the energy industry. Mr. Fernandez-Moreno holds a Bachelor of Science degree in chemical engineering from Universidad Iberoamericana in Mexico City, Mexico and is a graduate of the Wharton Management Certificate Program.

 

The board has initiated a search process to identify a permanent president and CEO and has retained a leading executive search firm to assist in the process.

 

Ingevity plans to release its third quarter 2024 earnings after the stock market close on Wednesday, October 30, 2024, and hold a live webcast on Thursday, October 31, to discuss third quarter 2024 fiscal results.

 

Ingevity: Purify, Protect and Enhance

 

Ingevity provides products and technologies that purify, protect and enhance the world around us. Through a team of talented and experienced people, we develop, manufacture and bring to market solutions that help customers solve complex problems and make the world more sustainable. We operate in three reporting segments: Performance Materials, which includes activated carbon; Advanced Polymer Technologies, which includes caprolactone polymers; and Performance Chemicals, which includes specialty chemicals and road technologies. Our products are used in a variety of demanding applications, including agrochemicals, asphalt paving, certified biodegradable bioplastics, coatings, elastomers, pavement markings and automotive components. Headquartered in North Charleston, South Carolina, Ingevity operates from 31 countries around the world and employs approximately 1,700 people. The company’s common stock is traded on the New York Stock Exchange (NYSE:NGVT). For more information, visit Ingevity.com.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements generally include the words “will,” “plans,” “intends,” “targets,” “expects,” “outlook,” “believes,” “anticipates” or similar expressions. Forward-looking statements may include, without limitation, leadership transitions; expected financial positions, guidance, results of operations and cash flows; financing plans; and business strategies and expectations. Actual results could differ materially from the views expressed. Factors that could cause actual results to materially differ from those contained in the forward-looking statements, or that could cause other forward-looking statements to prove incorrect, include, without limitation, such factors detailed from time to time in Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10-K as well as in our other filings with the SEC. These forward-looking statements speak only to management’s beliefs as of the date of this press release. Ingevity assumes no obligation to provide any revisions to, or update, any projections and forward-looking statements contained in this press release.

 

 

Cover	Oct. 02, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 02, 2024
Entity File Number	001-37586
Entity Registrant Name	INGEVITY CORPORATION
Entity Central Index Key	0001653477
Entity Tax Identification Number	47-4027764
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4920 O’Hear Avenue, Suite 400
Entity Address, City or Town	North Charleston
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29405
City Area Code	843
Local Phone Number	740-2300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock ($0.01 par value)
Trading Symbol	NGVT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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