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
|