---
schema_version: "secwatch.filing_event.v1"
accession: "0001653477-23-000018"
form_type: "8-K"
ticker: "NGVT"
cik: "0001653477"
company_name: "Ingevity Corp"
filed_at: "2023-04-28T23:59:59+00:00"
generated_at: "2026-06-16T06:34:48.307615+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Ingevity stockholders elect all 10 director nominees and approve all proposals at 2023 annual meeting

## Summary
- All 10 director nominees elected with ~33M+ votes each; broker non-votes 1.4M per nominee.
- Non-binding advisory vote on executive compensation approved: 31.3M for, 2.1M against.
- Advisory frequency vote: shareholders selected every one year (31.8M votes); board adopts annual say-on-pay.
- Ratification of PwC as auditor and Employee Stock Purchase Plan amendment approved by wide margins.

## SEC filing metadata
- accession: 0001653477-23-000018
- form_type: 8-K
- ticker: NGVT
- cik: 0001653477
- company_name: Ingevity Corp
- filed_at: 2023-04-28T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1653477/000165347723000018/0001653477-23-000018-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1653477/000165347723000018/ngvt-20230427.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001653477-23-000018
- JSON: https://secwatch.observer/filing/0001653477-23-000018.json
- Plain text: https://secwatch.observer/filing/0001653477-23-000018.txt

## Key facts
- Shareholder Votes
  Ingevity Corp shareholders approved Approval, on a non-binding basis, of the frequency of named executive officer compensation advisory vote. at the 2023-04-27 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: 3. Approval, on a non-binding basis, of the frequency of named executive officer compensation advisory vote.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1653477/000165347723000018/0001653477-23-000018-index.htm
- Shareholder Votes
  Ingevity Corp shareholders approved Approval, on a non-binding, advisory basis, of the compensation of our named executive officers. at the 2023-04-27 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: 2. Approval, on a non-binding, advisory basis, of the compensation of our named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1653477/000165347723000018/0001653477-23-000018-index.htm
- Shareholder Votes
  Ingevity Corp shareholders approved Election of the ten director nominees listed below, each for a one-year term or until his or her successor is duly elected and qualified. at the 2023-04-27 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: 1. Election of the ten (10) director nominees listed below, each for a one-year term or until his or her successor is duly elected and qualified:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1653477/000165347723000018/0001653477-23-000018-index.htm
- Shareholder Votes
  Ingevity Corp shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2023. at the 2023-04-27 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: 4. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1653477/000165347723000018/0001653477-23-000018-index.htm
- Shareholder Votes
  Ingevity Corp shareholders approved Approval of amendment and restatement of the 2017 Ingevity Corporation Employee Stock Purchase Plan. at the 2023-04-27 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: 5. Approval of amendment and restatement of the 2017 Ingevity Corporation Employee Stock Purchase Plan.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1653477/000165347723000018/0001653477-23-000018-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.