0001653477-18-000029.txt : 20180427 0001653477-18-000029.hdr.sgml : 20180427 20180427161646 ACCESSION NUMBER: 0001653477-18-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180426 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20180427 DATE AS OF CHANGE: 20180427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ingevity Corp CENTRAL INDEX KEY: 0001653477 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 474027764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37586 FILM NUMBER: 18784099 BUSINESS ADDRESS: STREET 1: 5255 VIRGINIA AVENUE CITY: NORTH CHARLESTON STATE: SC ZIP: 29406 BUSINESS PHONE: 8437402300 MAIL ADDRESS: STREET 1: 5255 VIRGINIA AVENUE CITY: NORTH CHARLESTON STATE: SC ZIP: 29406 8-K 1 ingevityapril2620188-k.htm FORM 8-K Document


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
Date of Report (Date of earliest event reported): April 26, 2018
__________________________________________________________________________
INGEVITY CORPORATION
(Exact name of registrant as specified in its charter)
__________________________________________________________________________ 
 
Delaware
001-37586
47-4027764
(State of 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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
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  o

 
 
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
_____________________________________________________________________________________________________




Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2018 Annual Meeting of Stockholders of Ingevity Corporation (the "Company") was held on April 26, 2018, 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 Proxy Statement for the annual meeting filed with the Securities and Exchange Commission on March 12, 2018.

There were 42,214,055 shares of the Company's common stock issued and outstanding on the record date for the annual meeting and entitled to vote at the annual meeting, and 38,231,279 shares (90.57%) 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 two director nominees (J. Michael Fitzpatrick and Frederick J. Lynch), each for a one-year term or until his successor is duly elected and qualified:
 
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
01 J. Michael Fitzpatrick
26,613,048
9,334,188
23,904
2,260,139
02 Frederick J. Lynch
26,620,610
9,325,892
24,638
2,260,139

2. Approve on an advisory basis (non-binding) the compensation paid to our named executive officers (Say-on-Pay).
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
35,157,685
767,774
45,681
2,260,139

3. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2018.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
38,084,808
121,316
25,155
(None)






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
                                
                                
INGEVITY CORPORATION
(Registrant)
 
 
By:
/S/ KATHERINE P. BURGESON
 
Katherine P. Burgeson
 
Executive Vice President, General Counsel and Secretary

Date: April 27, 2018