8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

February 15, 2021

Date of Report (date of earliest event reported)

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INGEVITY CORPORATION

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: 843-740-2300

Not Applicable

(Former name or former address, if changed since last report)

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ITEM 8.01 OTHER INFORMATION.

On February 15, 2021, Ingevity Corporation (the “Company”) issued a press release regarding the passing of the Chairman of the Board Rick Kelson, a copy of which is filed as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

On February 17, 2021, the Company announced that the Board appointed Jean S. Blackwell to serve as Chair of the Board, effective immediately. A copy of the press release is filed as Exhibit 99.2 to this current report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

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.

Date: February 17, 2021

Document

Exhibit 99.1

Ingevity mourns passing of Chairman of the Board Rick Kelson

NORTH CHARLESTON, S.C., February 15, 2021 – Ingevity Corporation (NYSE:NGVT) today announced that Richard B. Kelson, 74, chairman of the board of Ingevity, passed away on Saturday, February 13 in New York City. Kelson served as the company’s chairman since its spin-off from WestRock in May 2016.

“Rick’s experience, wisdom and warmth were critical to the formation and success of our company,” said John Fortson, president and CEO. “His fatherly guidance and counsel were hallmarks of his tenure with Ingevity. He was especially effective as our interim CEO, and the strength of his presence and leadership served the company greatly during this transition. He was truly an exceptional business leader, but more importantly, he was a gentle soul and a compassionate friend. On behalf of Ingevity’s board, management and employees, I express our deepest condolences to Rick’s wife, Ellen, and his family. Rick will be sorely missed.”

Kelson grew up in the southern suburbs of Pittsburgh. He received a Bachelor of Arts degree in political science from the University of Pennsylvania and a Juris Doctor degree from the University of Pittsburgh. He also served in the U.S. Army Reserves. He spent more than 30 years with Alcoa, Inc., serving in senior management roles including positions in the company’s legal department and as executive vice president – Environment, Health and Safety and general counsel, and as a member of Alcoa’s Executive Council. He ultimately rose to become the company’s executive vice president and chief financial officer for nearly a decade. He retired from Alcoa in 2006 holding the position of chairman’s counsel. After his retirement, Kelson remained active in business and was chairman, president and chief executive officer of ServCo LLC since 2009. He also served as an operating advisor with Pegasus Capital Advisors, L.P. from 2006 to 2010. In addition to serving as chairman of the board of Ingevity, Kelson was a member of the board of directors of Commercial Metals Corporation, where he served as lead director from 2014 to 2019, and a member of the board of Ecovative Design LLC. He previously served on the boards of directors of PNC Financial Services Group, Inc. (2002-2020), MeadWestvaco Corporation, formerly Westvaco (2001-2015), Anadigics, Inc. (2015-2016), and Lighting Science Group Corporation (2007-2010). He was a member of the Board of Trustees at Carnegie Mellon University from 2000 to 2006 and served on the board of the University of Pittsburgh Law School Board of Visitors since 2000. Kelson was a member of the Board of Directors for the non-profit KaBOOM, Inc. from 2008 until 2014, where he served as Chairperson of the Board for the majority of his term.

Ingevity will make a donation in memory of Rick Kelson to the Penn Center for Research on Coronavirus. The company’s board will select a new chairman over the next several days who will preside over the regularly scheduled board meetings later this week. The company will make an announcement subsequent to the board’s decision.

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 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 1,750 people. The company is traded on the New York Stock Exchange (NYSE: NGVT). For more information visit www.ingevity.com.

Cautionary Statements About 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 statements generally include the words “will,” “plans,” “intends,” “targets,” “expects,” “outlook,” 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; and the impact of COVID-19. Actual results could differ materially from the views expressed. 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, adverse effects from the COVID-19 pandemic; adverse effects of general economic and financial conditions; risks related to international sales and operations; and the other factors detailed from time to time in the reports we file with the SEC, including those described under "Risk Factors" in our Annual Report on Form 10-K and other periodic filings. These forward-looking statements speak only as of the date of this press release. Ingevity assumes no obligation to provide any revisions to, or update, any projections and forward-looking statements contained in this press release.

Document

Exhibit 99.2

Jean Blackwell elected chair of Ingevity’s board of directors

NORTH CHARLESTON, S.C., February 17, 2021 – Ingevity Corporation (NYSE: NGVT) today announced that Jean Blackwell has been elected by the company’s board of directors as chair of the board. Jean’s appointment comes in the wake of the untimely death of former Chairman Richard B. Kelson on February 13, 2021. Blackwell has been a member of Ingevity’s board of directors since the company’s spin-off from WestRock in 2016. She has served as the chair of the Audit Committee and a member of the Leadership Development and Compensation Committee.

“Jean is a strong and respected leader with a sharp business acumen and a pervasive understanding of every element of our business,” said John Fortson, Ingevity’s president and CEO. “She has been a highly engaged and dedicated board member, and we look forward to continued success under Jean’s guidance.”

Blackwell joined Cummins Inc. in 1997 and held various leadership roles during her tenure with the company including executive vice president and chief financial officer; vice president and general counsel; vice president, Cummins Business Services; and vice president, human resources. She ended her career there as executive vice president of Corporate Responsibility and chief executive officer of the Cummins Foundation. Before joining Cummins, Blackwell was budget director for the State of Indiana from 1993 to 1995, and executive director of the Indiana State Lottery Commission from 1991 to 1992. Earlier in her career, she was a partner at Bose McKinney & Evans LLP. Blackwell has been a member of Celanese Corporation’s board of directors since 2014 and serves as chair of the Nominating and Corporate Governance Committee and is a member of the Compensation and Management Development Committee. She also has been on the board of Johnson Controls International plc since 2018 and is a member of the Compensation Committee. She is also a former member of the boards of directors of Essendant Inc. and Phoenix Companies Inc. Blackwell holds a Bachelor of Arts degree in economics from The College of William and Mary and a Juris Doctor degree from the University of Michigan.

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 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 1,750 people. The company is traded on the New York Stock Exchange (NYSE: NGVT). For more information visit www.ingevity.com.