---
schema_version: "secwatch.filing_event.v1"
accession: "0001653477-24-000042"
form_type: "8-K"
ticker: "NGVT"
cik: "0001653477"
company_name: "Ingevity Corp"
filed_at: "2024-04-23T23:59:59+00:00"
generated_at: "2026-06-03T11:59:08.687954+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Ingevity shareholders elect all nine directors, approve say-on-pay and charter amendment

## Summary
- All nine director nominees elected with 31.5–32.1 million votes for; broker non-votes of 1.78 million shares.
- Advisory say-on-pay approved with 31.5 million for (96.6% of votes cast excluding broker non-votes).
- Ratification of PwC as independent auditor for 2024 passed with 34.1 million for (99.6% of votes cast).
- Amendment for officer exculpation (officer liability) approved with 29.1 million for (89.7% of votes cast).

## SEC filing metadata
- accession: 0001653477-24-000042
- form_type: 8-K
- ticker: NGVT
- cik: 0001653477
- company_name: Ingevity Corp
- filed_at: 2024-04-23T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1653477/000165347724000042/0001653477-24-000042-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1653477/000165347724000042/ngvt-20240423.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001653477-24-000042
- JSON: https://secwatch.observer/filing/0001653477-24-000042.json
- Plain text: https://secwatch.observer/filing/0001653477-24-000042.txt

## Key facts
- Shareholder Votes
  Ingevity Corp shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2024 at the 2024-04-23 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-04-23
  source text: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1653477/000165347724000042/0001653477-24-000042-index.htm
- Shareholder Votes
  Ingevity Corp shareholders approved Approval of amendment to the Company’s Certificate of Incorporation to provide for the exculpation of certain officers from liability in limited circumstances at the 2024-04-23 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2024-04-23
  source text: Approval of amendment to the Company’s Certificate of Incorporation to provide for the exculpation of certain officers from liability in limited circumstances.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1653477/000165347724000042/0001653477-24-000042-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 2024-04-23 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-04-23
  source text: Approval, on a non-binding, advisory basis, of the compensation of our named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1653477/000165347724000042/0001653477-24-000042-index.htm
- Shareholder Votes
  Ingevity Corp shareholders approved Election of nine director nominees at the 2024-04-23 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-04-23
  source text: 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:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1653477/000165347724000042/0001653477-24-000042-index.htm

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