8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

September 15, 2021

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 8.01. OTHER INFORMATION.

On September 15, 2021, a verdict was rendered in the matter of Ingevity Corp. et al. v. BASF Corp., in which BASF Corporation ("BASF"), Florham Park, New Jersey, brought action against Ingevity Corp. (the "Company") in U.S. District Court in Delaware (Wilmington), relating to the Company's enforcement of its patent covering canister systems used in automotive gasoline vapor emissions control (Patent No. RE38,844) and the Company's agreements with customers of its fuel vapor canister honeycombs. BASF claimed that Ingevity engaged in anticompetitive activities and interfered with an alleged prospective relationship between BASF and a customer. The jury ordered the Company to pay antitrust damages of approximately $28 million, which will automatically be tripled under U.S. antitrust law to approximately $85 million. Ingevity believes in the strength of its intellectual property and the merits of its position, and intends to pursue all legal relief available to challenge this outcome.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press release dated September 16, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.

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

Date: September 16, 2021

EX-99.1

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 media@ingevity.com
	Investors: Bill Hamilton 843-746-2138 investors@ingevity.com

Ingevity to challenge jury verdict on emissions control patent

NORTH CHARLESTON, S.C., September 16, 2021– Ingevity Corporation (NYSE:NGVT) today announced it intends to challenge a jury verdict rendered on Sept. 15, 2021 in the U.S. District Court in Delaware related to claims by BASF Corporation, Florham Park, New Jersey, that Ingevity engaged in anticompetitive activities and interfered with an alleged prospective relationship between BASF and a customer. The claims relate to Ingevity’s enforcement of its patent covering canister systems used in automotive gasoline vapor emissions control (Patent No. RE38,844) and the company’s entry into several supply agreements with customers of its fuel vapor canister honeycombs. The jury ordered Ingevity to pay antitrust damages of approximately $28 million, which will be automatically tripled under U.S. antitrust law to roughly $85 million. Ingevity believes in the strength of its intellectual property and the merits of its position and intends to pursue all legal relief available to challenge this outcome.

Ingevity’s ’844 patent – set to expire in March 2022 – relates to certain canister systems designed to achieve gasoline vapor emissions levels that comply with the most stringent U.S. Environmental Protection Agency Tier 3 and California LEV III regulations. The verdict relates to the company’s enforcement of its patent rights regarding fuel vapor canisters in the U.S. and Canada that use its honeycomb scrubber to reduce certain types of vehicle emissions, as well as to supply agreements with certain customers. The verdict is not related to the manufacture of Ingevity’s activated carbon.

The company does not anticipate an immediate impact to commercial sales and is not aware of a competing certified or tested honeycomb that could replace sales of Ingevity’s product immediately due to the multiyear automotive design cycle of original equipment manufacturers and Tier 1 suppliers. The decision has no bearing on the company’s ’649 patent family obtained in the U.S., Europe and China to reduce emissions in low-purge engines, which Ingevity believes could apply to anywhere from 25% to 60% of future near-zero fuel system designs.

Ingevity’s Nuchar® activated carbon products are manufactured to both capture gasoline emissions and return them to the engine for their intended use, giving the company a competitive advantage in providing original equipment manufacturers with the greatest flexibility, quality and reliability and minimal canister design. Nuchar products are part of Ingevity’s Performance Materials segment that has manufacturing facilities in Covington, Virginia, Wickliffe, Kentucky, Waynesboro, Georgia, and Changshu and Zhuhai, China. Ingevity estimates that the gasoline emissions captured and recovered globally using our activated carbon results in a savings of roughly 40 million tons of CO2 every year.

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 two reporting segments: Performance Chemicals, which includes specialty chemicals and engineered polymers, and Performance Materials, which includes high-performance activated carbon. These products are used in a variety of demanding applications, including asphalt paving, oil exploration and production, agrochemicals, adhesives, lubricants, publication inks,

coatings, elastomers, bioplastics and automotive components that reduce gasoline vapor emissions. Headquartered in North Charleston, South Carolina, Ingevity operates from 25 locations around the world and employs approximately 1,850 people. The company is traded on the New York Stock Exchange (NYSE:NGVT). For more information visit www.ingevity.com.

Cautionary Statements About 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, litigation strategies, expectations and outcomes, expected financial positions, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; and the impact of COVID-19. 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, litigation outcomes, adverse effects from the COVID-19 pandemic; adverse effects of general economic and financial conditions; risks related to international sales and operations; and the other factors detailed from time to time in the reports we file with the SEC, including those described under "Risk Factors" in our Annual Report on Form 10-K, our Form 10-Q for the quarter ended March 31, 2021, and other periodic filings. These forward-looking statements speak only 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.

XML

Document and Entity Information Document	Sep. 15, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 15, 2021
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