Ingevity (NGVT) investors approve 580,000-share increase to 2025 incentive plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Ingevity Corporation reported the results of its annual stockholder meeting held on April 29, 2026. Stockholders approved an amendment to the Ingevity Corporation 2025 Omnibus Incentive Plan, increasing the number of shares available for issuance under the plan by 580,000 shares.
All nine director nominees were elected for one-year terms. Stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026. A quorum was reached, with 33,498,332 of 35,222,538 entitled shares represented.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Incentive plan share increase: 580,000 shares
Shares entitled to vote: 35,222,538 shares
Shares represented at meeting: 33,498,332 shares (95.10%)
+4 more
7 metrics
Incentive plan share increase
580,000 shares
Increase in shares available under 2025 Omnibus Incentive Plan
Shares entitled to vote
35,222,538 shares
Common stock issued and outstanding on the record date
Shares represented at meeting
33,498,332 shares (95.10%)
Shares present in person or by proxy at the Annual Meeting
Say-on-pay votes for
28,593,615 shares
Non-binding advisory approval of named executive officer compensation
Say-on-pay votes against
3,435,921 shares
Non-binding advisory vote on executive compensation
Auditor ratification votes for
33,358,881 shares
Ratification of PricewaterhouseCoopers LLP for fiscal 2026
Plan amendment votes for
31,038,374 shares
Approval of amendment increasing authorized shares under 2025 plan
Key Terms
non-binding, advisory basis, broker non-vote, omnibus incentive plan, independent registered public accounting firm, +1 more
5 terms
non-binding, advisory basis regulatory
"Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers."
broker non-vote regulatory
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTE 28,593,615 | 3,435,921 | 25,712 | 1,443,084"
omnibus incentive plan financial
"Amendment to the Ingevity Corporation 2025 Omnibus Incentive Plan (the “Amendment”)."
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
independent registered public accounting firm regulatory
"Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
quorum regulatory
"33,498,332 shares (95.10%) were represented in person or by proxy at the Annual Meeting, which number constituted a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
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)
__________________________________________________________________________
INGEVITY CORPORATION
(Exact name of registrant as specified in its charter)
__________________________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (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 | ||||||
| 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 | |||||||
_____________________________________________________________________________________________________
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April 29, 2026, Ingevity Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, upon the recommendation of the Company’s Board of Directors, the Company’s stockholders approved the Amendment to the Ingevity Corporation 2025 Omnibus Incentive Plan (the “Amendment”). The Amendment increases the number of shares available for issuance under the plan by 580,000 shares. A description of the Amendment is contained in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 17, 2026, and the complete text of the Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting, the Company’s stockholders voted on the four proposals identified below. Each of the proposals is described in more detail in the 2026 Proxy Statement.
There were 35,222,538 shares of the Company’s common stock issued and outstanding on the record date and entitled to vote at the Annual Meeting, and 33,498,332 shares (95.10%) were represented in person or by proxy at the Annual Meeting, which number constituted a quorum.
The final voting results for each proposal voted upon at the Annual Meeting are described below.
1.Election of the nine (9) director nominees listed below, each for a one-year term or until his or her successor is duly elected and qualified:
| FOR | WITHHELD | |||||||
| Luis Fernandez-Moreno | 31,173,836 | 862,109 | ||||||
| Diane H. Gulyas | 31,183,123 | 852,804 | ||||||
| Bruce D. Hoechner | 31,180,872 | 855,239 | ||||||
| David H. Li | 31,939,655 | 95,708 | ||||||
| Frederick J. Lynch | 31,776,737 | 259,113 | ||||||
| Karen G. Narwold | 31,924,348 | 119,369 | ||||||
| F. David Segal | 31,837,299 | 196,600 | ||||||
| J. Kevin Willis | 31,941,621 | 96,426 | ||||||
| Benjamin G. (Shon) Wright | 31,868,404 | 167,381 | ||||||
2.Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||
| 28,593,615 | 3,435,921 | 25,712 | 1,443,084 | ||||||||
3.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2026.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||
| 33,358,881 | 118,571 | 20,880 | — | ||||||||
4.Approval of amendment to increase authorized shares under the Ingevity Corporation 2025 Omnibus Incentive Plan.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||
| 31,038,374 | 990,650 | 26,224 | 1,443,084 | ||||||||
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No. | Description of Exhibit | ||||
10.1 | Amendment to Ingevity Corporation 2025 Omnibus Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 17, 2026) | ||||
| 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/ RYAN C. FISHER | ||||
| Ryan C. Fisher | |||||
| Senior Vice President, General Counsel and Corporate Secretary | |||||
Date: May 4, 2026
FAQ
What did Ingevity (NGVT) stockholders approve regarding the 2025 Omnibus Incentive Plan?
Stockholders approved an amendment to the Ingevity Corporation 2025 Omnibus Incentive Plan, increasing shares available for issuance by 580,000. This expands the pool of equity awards the company can grant to employees and directors under the existing plan framework.
Were all Ingevity (NGVT) director nominees elected at the 2026 annual meeting?
Yes, all nine Ingevity director nominees were elected for one-year terms. Each candidate received significantly more votes “for” than “withheld,” confirming continued board composition as described in the company’s 2026 proxy materials provided to stockholders before the meeting.
Did Ingevity (NGVT) stockholders approve executive compensation on a say-on-pay basis?
Yes. Ingevity stockholders approved, on a non-binding advisory basis, compensation of the company’s named executive officers. Voting results were 28,593,615 shares for, 3,435,921 against, 25,712 abstaining, and 1,443,084 broker non-votes for this advisory proposal.
Which audit firm did Ingevity (NGVT) stockholders ratify for fiscal 2026?
Stockholders ratified PricewaterhouseCoopers LLP as Ingevity’s independent registered public accounting firm for fiscal 2026. The ratification received 33,358,881 votes for, 118,571 against, and 20,880 abstentions, with no broker non-votes reported for this auditor ratification proposal.