Form 8-K - Current report

falseIngevity Corp000165347700016534772024-12-162024-12-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

_______________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

December 16, 2024

Date of Report (date of earliest event reported)

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INGEVITY CORPORATION

(Exact name of registrant as specified in its charter)

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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)

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

On December 16, 2024, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of Ingevity Corporation (the “Company”), the Board approved: (i) an increase in the size of the Board to nine members; and (ii) the election of Mr. J. Kevin Willis to fill the vacancy created by the expansion of the Board.

Mr. Willis will serve until the Company’s 2025 Annual Meeting of Stockholders and until his successor shall have been duly elected and qualified. Mr. Willis will serve on the Board’s Audit Committee and Sustainability and Safety Committee.

There are no arrangements or understandings between Mr. Willis and any other person pursuant to which Mr. Willis was elected as a director, nor have there been any transactions involving Mr. Willis that would be required to be reported under Item 404(a) of Regulation S-K.

Mr. Willis will receive compensation in accordance with the Company’s non-employee director compensation practices described under the “Director Compensation” section of the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 11, 2024, as amended. His compensation will be pro-rated for the 2024-2025 term.

A copy of the press release announcing the election of Mr. Willis to the Board is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.			Description of Exhibit
99.1			Press release dated December 16, 2024
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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/ RYAN C. FISHER
			Ryan C. Fisher
			Senior Vice President, General Counsel and Secretary

Date: December 16, 2024

Exhibit 99.1

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

Ingevity elects Kevin Willis to its board of directors

Accomplished chemical industry CFO brings substantial finance and capital management expertise and experience driving corporate transformation

NORTH CHARLESTON, S.C., Dec. 16, 2024 – Ingevity Corporation (NYSE:NGVT) today announced the election of J. Kevin Willis to the board of directors effective today. With Mr. Willis’s election, the Board now includes nine directors, eight of whom are independent.

Mr. Willis is senior vice president and chief financial officer (CFO) at Ashland Inc. (NYSE:ASH), a global additives and specialty ingredients company serving a wide range of consumer and industrial markets, including architectural coatings, automotive, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceuticals. As CFO, he oversees Ashland's worldwide financial functions and processes, and as a member of Ashland's executive committee, he shares overall responsibility for setting global strategy, managing capital and upholding the company’s operating principles. During Mr. Willis’ 37-year tenure at Ashland, he has held accounting, finance and treasury management roles of increasing responsibility, including an international posting in the Netherlands to standardize processes across European operations.

Jean Blackwell, chair of Ingevity’s board, said, “Kevin is an accomplished leader with extensive experience as CFO of a publicly traded, sustainability-focused specialty chemicals company with international reach. Over the course of his career, he has had an integral role in shaping strategies that create shareholder value through returns-driven capital allocation planning, operating efficiencies initiatives and business portfolio separations, including Ashland’s successful separation from Valvoline. We are confident that Kevin’s insights will be additive to the strategic and operating changes Ingevity is making to accelerate execution and deliver significant, sustainable value creation.”

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 adhesives, 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 1,600 people.

The company’s common stock is traded on the New York Stock Exchange (NYSE:NGVT). For more information, visit ingevity.com. Follow Ingevity on LinkedIn.

Document and Entity Information Document	Dec. 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 16, 2024
Entity Registrant Name	Ingevity Corp
Entity Central Index Key	0001653477
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37586
Entity Tax Identification Number	47-4027764
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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