8-K
Ingevity Corp (NGVT)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the SecuritiesExchange Act of 1934
February20, 2020
Dateof Report (date of earliest event reported)
INGEVITY
CORPORATION
(Exactname of registrant as specified in its charter)
| Delaware | 001-37586 | 47-4027764 | |
|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 5255 Virginia Avenue | North Charleston | South Carolina | 29406 |
| --- | --- | --- | --- |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone
number, including area code: 843-740-2300
NotApplicable
(Formername 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<br>Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the<br>Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>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 |
|---|---|---|
| Common Stock ($0.01 par value) | NGVT | New York Stock Exchange |
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 ¨
ITEM 5.02. DEPARTURE OF
DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Departure of D. Michael Wilsonas Chief Executive Officer, President and Director
On February 20, 2020, Ingevity Corporation (the “Company”) announced that the Company’s Board of Directors (the “Board”) and D. Michael Wilson agreed that Mr. Wilson would resign from his position as Chief Executive Officer and President of the Company and member of the Board, effective as of February 20, 2020. The Board has established a CEO search committee to identify and select a permanent chief executive officer and president.
On the same date, the Company and Mr. Wilson entered into a Separation and Release Agreement (the “Separation Agreement”) that terminated that certain Severance and Change of Control Agreement between Mr. Wilson and the Company, dated March 1, 2017 (other than with respect to non-competition, non-solicitation, confidentiality and certain other restrictive covenants as specified in the Separation Agreement). Mr. Wilson will only be entitled to retain stock options that have previously become vested, performance-based restricted stock units with respect to which the performance period has been completed, and his vested account balance under the Ingevity Corporation Deferred Compensation Plan.
The foregoing summary of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Separation Agreement.
Appointment of Chairman of theBoard Richard B. Kelson as Interim Chief Executive Officer and Interim President
On February 20, 2020, the Board appointed Richard B. Kelson, 73, who has served as the Company’s Chairman of the Board since 2016, as Chief Executive Officer and President, effective as of February 20, 2020. It is expected that Mr. Kelson will serve in such roles until the appointment by the Board of a permanent chief executive officer and president. Mr. Kelson will continue to serve as the Company’s Chairman of the Board. In connection with his appointment to interim Chief Executive Officer and interim President, Mr. Kelson stepped down from his roles on the Board’s Compensation Committee and Nominating, Governance and Sustainability Committee.
In addition to compensation Mr. Kelson receives in his role as Chairman, he will be entitled to receive, as compensation for his service as interim Chief Executive Officer and interim President, a cash payment in the amount of $225,000 per month. The Company will also provide temporary housing and air travel, as well as reimbursement for commuting and other reasonable out-of-pocket expenses incurred by Mr. Kelson in connection with the performance of his duties as interim Chief Executive Officer and interim President.
Biographical and other information concerning Mr. Kelson is included in the Company’s proxy statement for the 2019 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 11, 2019 and is incorporated by reference herein.
Board Leadership
In connection with Mr. Kelson’s appointment to interim Chief Executive Officer, the Board determined to combine the roles of Chief Executive Officer and Chair of the Board. In accordance with the Company’s Corporate Governance Guidelines and Amended and Restated Bylaws, on February 20, 2020, Director Frederick J. Lynch was appointed as lead independent director of the Board.
ITEM 7.01. REGULATION FD DISCLOSURE
A copy of the Company’s press release (the “Press Release”) announcing the matters described under Item 5.02 above is attached hereto and furnished as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND
EXHIBITS
(d) Exhibits.
| Exhibit <br><br>No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated February 20, 2020 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
| --- |
SIGNATURE
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) | ||
|---|---|---|
| Date: February 20, 2020 | By: | /s/ John C. Fortson |
| Name: | John C. Fortson | |
| Title: | Executive Vice President,<br><br>Chief Financial Officer, and Treasurer |
Exhibit 99.1
 |
Ingevity Corporation<br><br><br><br>5255 Virginia Avenue<br><br><br><br>North Charleston, SC 29406 USA<br><br><br><br>www.ingevity.com |
|---|---|
| News | Contact:<br><br><br><br>Jack Maurer<br><br><br><br>843-746-8242<br><br><br><br>jack.maurer@ingevity.com |
| Investors:<br><br><br><br>Dan Gallagher<br><br><br><br>843-740-2126<br><br><br><br>daniel.gallagher@ingevity.com |
D. Michael Wilson Resigns as CEO of Ingevity;Chairman Richard Kelson Appointed Interim CEO
Company Reaffirms Fiscal Year 2020 Guidanceand Updates on Coronavirus Impacts
**NORTH CHARLESTON, S.C. – February 20, 2020 –**Ingevity Corporation (NYSE: NGVT) today announced that Ingevity’s board of directors and D. Michael Wilson agreed that he would resign as president, CEO, and a director, effective immediately. The board has appointed Ingevity chairman Richard (“Rick”) Kelson as interim president and CEO. The board has established a CEO Search Committee, led by Michael Fitzpatrick, chair of the Nominating and Governance Committee, to identify and select a permanent president and CEO.
Wilson’s resignation is unrelated to the company’s financial reporting and business performance and is the result of matters relating to his personal conduct.
“Ingevity has a bright future, a deep bench of talent, and a strong leadership team,” said Kelson. “We are confident that the company will continue to execute its strategy, meet and exceed our customers’ expectations, and deliver value to shareholders. I look forward to working with the team as interim president and CEO while a search for the next leader of Ingevity is underway.”
Kelson was named chairman of Ingevity’s board of directors in 2016 and has served as chairman, president and CEO of ServCo, a strategic sourcing business, since 2009. Kelson served as CFO and executive vice president at Alcoa, Inc., for nearly a decade before retiring in 2006. He also served as a member of the board of directors of MeadWestvaco Corporation, and its predecessor, Westvaco, from 2001 to 2015. Kelson currently serves as a director of Commercial Metals Company and served as lead director from 2014 to 2019.
The company reaffirms its fiscal year 2020 guidance announced on February 3, 2020, but is providing an update on the potential impacts of the coronavirus. Ingevity estimates that first quarter 2020 financial results are expected to be impacted by $20 million to $30 million in revenue, and $10 million to $15 million in adjusted earnings before interest, taxes and depreciation (EBITDA). “We believe we will recover some or all of the impacts of the coronavirus over the course of the year,” said John Fortson, Ingevity’s executive vice president, CFO and treasurer. “These estimates assume a slowdown of the coronavirus public health crisis by the end of the first quarter — however, this is a very fluid situation that we are monitoring closely.”
About Ingevity
Ingevity provides specialty chemicals, high-performance carbon materials and engineered polymers that purify, protect, and enhance the world around us. Through a team of talented and experienced people, Ingevity develops, manufactures, and brings to market products and processes that help customers solve complex problems. These products are used in a variety of demanding applications, including asphalt paving, oil exploration and production, agrochemicals, adhesives, lubricants, publication inks, coatings, elastomers, bioplastics and automotive components that reduce gasoline vapor emissions. Headquartered in North Charleston, South Carolina, Ingevity operates from 25 locations around the world and employs approximately 1,850 people. The company is traded on the New York Stock Exchange (NYSE: NGVT). For more information visit www.ingevity.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such forward looking statements generally include the words “may,” “could,” “should,” “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “suggests,” “anticipates,” “outlook,” “continues,” “forecast,” “prospect,” “potential” or similar expressions. Forward-looking statements may include, without limitation, expected financial positions, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; synergies and the potential benefits of the acquisition of Georgia-Pacific’s pine chemicals business and the acquisition of Perstorp Holding AB’s Capa caprolactone business (the “acquisitions”); capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost-reduction initiatives, plans and objectives; markets for securities and expected future repurchases of shares, including statements about the manner, amount and timing of repurchases and statements about the expected impact of the coronavirus on our financial results. Like other businesses, Ingevity is subject to risks and uncertainties that could cause its actual results to differ materially from its expectations or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results to materially differ from those contained in the forward-looking statements, or that could cause other forward-looking statements to prove incorrect, include, without limitation, risks that the expected benefits from the acquisitions will not be realized or will not be realized in the expected time period; the risk that the acquired businesses will not be integrated successfully; significant transaction costs; unknown or understated liabilities; general economic and financial conditions; international sales and operations; currency exchange rates and currency devaluation; compliance with U.S. and foreign regulations; competition from infringing intellectual property activity; attracting and retaining key personnel; the impact of Brexit; conditions in the automotive market or adoption of alternative technologies; worldwide air quality standards; a decrease in government infrastructure spending; declining volumes and downward pricing in the printing inks market; the limited supply of crude tall oil (“CTO”); lack of access to sufficient CTO; access to and pricing of raw materials; competition from producers of alternative products and new technologies, and new or emerging competitors; a prolonged period of low energy prices; the provision of services by third parties at several facilities; natural disasters, such as hurricanes, winter or tropical storms, earthquakes, floods, fires; public health matters such as the coronavirus; other unanticipated problems such as labor difficulties including renewal of collective bargaining agreements, equipment failure or unscheduled maintenance and repair; protection of intellectual property and proprietary information; information technology security breaches and other disruptions; government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies, tariffs and the chemicals industry; and lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes. These and other important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements that may have been made in this document are and will be more particularly described in our filings with the U.S. Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2018 and our other periodic filings. Readers are cautioned not to place undue reliance on Ingevity’s projections and forward-looking statements, which speak only as the date thereof. Ingevity undertakes no obligation to publicly release any revision to the projections and forward-looking statements contained in this announcement, or to update them to reflect events or circumstances occurring after the date of this announcement.
–02202020CEO–