Ingevity Corporation

04/23/2024 | Press release | Distributed by Public on 04/23/2024 15:07

Submission of Matters to a Vote of Security Holders - Form 8-K

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On April 23, 2024, Ingevity Corporation (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"), at which the Company's stockholders voted on the four proposals identified below. Each of the proposals is described in more detail in the Company's definitive proxy statement, which was filed with the U.S. Securities and Exchange Commission on March 11, 2024.

There were 36,247,546 shares of the Company's common stock issued and outstanding on the record date and entitled to vote at the Annual Meeting, and 34,260,140 shares (94.51%) 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 AGAINST ABSTAIN BROKER NON-VOTE
Jean S. Blackwell 31,907,920 545,050 28,499 1,778,671
Luis Fernandez-Moreno 31,509,045 953,278 19,146 1,778,671
John C. Fortson 31,969,854 492,148 19,467 1,778,671
Diane H. Gulyas 31,908,052 555,388 18,029 1,778,671
Bruce D. Hoechner 31,770,265 691,982 19,222 1,778,671
Frederick J. Lynch 32,003,156 459,229 19,084 1,778,671
Karen G. Narwold 32,102,477 357,911 21,081 1,778,671
Daniel F. Sansone 31,970,362 491,886 19,221 1,778,671
Benjamin G. (Shon) Wright 32,097,099 364,877 19,493 1,778,671
2.Approval, on a non-binding, advisory basis, of the compensation of our named executive officers.
FOR AGAINST ABSTAIN BROKER NON-VOTE
31,520,246 903,967 57,256 1,778,671
3. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2024.
FOR AGAINST ABSTAIN
34,090,470 146,126 23,544
4. Approval of amendment to the Company's Certificate of Incorporation to provide for the exculpation of certain officers from liability in limited circumstances.
FOR AGAINST ABSTAIN BROKER NON-VOTE
29,076,979 3,335,348 69,142 1,778,671