8-K
Ingevity Corp (NGVT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________
FORM 8-K
_______________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
February 16, 2023
Date of Report (date of earliest event reported)
__________________________________________________________________________
INGEVITY CORPORATION
(Exact name 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.) | |
| 4920 O'Hear Avenue Suite 400 | North Charleston | South Carolina | 29405 |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: 843-740-2300
Not Applicable
(Former name 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 Securities Act (17 CFR 230.425) | |||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) 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 | o |
_____________________________________________________________________________________________________
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On February 16, 2023, upon the recommendation of the Nominating and Governance Committee of the Company’s board of directors (the “Board”), the Board approved: (i) an increase in the size of the Board to ten members; and (ii) the election of Mr. Bruce D. Hoechner to fill the vacancy created by the expansion of the Board.
Mr. Hoechner will serve until the Company’s 2023 Annual Meeting of Stockholders and until his successor shall have been duly elected and qualified. Mr. Hoechner will serve on the Board’s Leadership Development & Compensation Committee and Nominating and Governance Committee.
There are no arrangements or understandings between Mr. Hoechner and any other person pursuant to which Mr. Hoechner was elected as a director, nor have there been any transactions involving Mr. Hoechner that would be required to be reported under Item 404(a) of Regulation S-K.
Mr. Hoechner will receive compensation in accordance with the Company’s non-employee director compensation practices described under the “Director Compensation” section of the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 11, 2022. His compensation will be pro-rated for the 2022-2023 term.
A copy of the press release announcing the election of Mr. Hoechner to the Board is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press release dated February 21, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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) | |
| By: | /S/ STACY L. COZAD |
| Stacy L. Cozad | |
| Executive Vice President, General Counsel and Secretary |
Date: February 21, 2023
Document
Exhibit 99.1
| Ingevity Corporation<br>4920 O'Hear Avenue<br>Suite 400<br>North Charleston, SC 29406 USA<br>www.ingevity.com | ||
|---|---|---|
| News | Contact:<br><br>Caroline Monahan<br><br>843-740-2068<br><br>media@ingevity.com | |
| Investors:<br><br>John Nypaver<br><br>843-740-2002<br><br>investors@ingevity.com |
Ingevity elects new member to its Board of Directors
NORTH CHARLESTON, S.C., Feb. 21, 2023 – Ingevity Corporation (NYSE:NGVT) today announced the election of Bruce Hoechner to the board of directors effective February 16, 2023. He joins nine other members of Ingevity’s board of directors.
Mr. Hoechner served as president and chief executive officer of Rogers Corporation, an innovator and producer of specialty materials and components for applications in the communications, personal electronics, advanced transportation, consumer and industrial markets, from 2011 until his retirement in 2022. He previously served as president, Asia Pacific region, based in Shanghai, China, for Dow Chemical Company from 2009 to 2011. Prior to its acquisition by Dow Chemical Company, Mr. Hoechner held positions of increasing responsibility in the U.S. and internationally with the Rohm and Haas Company.
“We are pleased to welcome this talented and experienced leader to the Board of Directors,” said Jean Blackwell, chair of Ingevity’s board. “His global leadership experience and expertise in international marketing and business strategy development will bring valuable insights that can help accelerate Ingevity’s growth and amplify our sustainability efforts.”
Ingevity: Purify, Protect and Enhance
Ingevity provides products and technologies that purify, protect and enhance the world around us. Through a team of talented and experienced people, we develop, manufacture and bring to market solutions that help customers solve complex problems and make the world more sustainable. We operate in two reporting segments: Performance Chemicals, which includes specialty chemicals and engineered polymers, and Performance Materials, which includes high-performance activated carbon. These products are used in a variety of demanding applications, including adhesives, agrochemicals, asphalt paving, bioplastics, coatings, elastomers, lubricants, pavement markings, publication inks, oil exploration and production and automotive components that reduce gasoline vapor emissions. Headquartered in North Charleston, South Carolina, Ingevity operates from 31 locations around the world and employs approximately 2,050 people. The company’s common stock is traded on the New York Stock Exchange (NYSE:NGVT). For more information visit www.ingevity.com.