ngvt-20241216

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

December 16, 2024

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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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)

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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

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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On December 16, 2024, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of Ingevity Corporation (the “Company”), the Board approved: (i) an increase in the size of the Board to nine members; and (ii) the election of Mr. J. Kevin Willis to fill the vacancy created by the expansion of the Board.

Mr. Willis will serve until the Company’s 2025 Annual Meeting of Stockholders and until his successor shall have been duly elected and qualified. Mr. Willis will serve on the Board’s Audit Committee and Sustainability and Safety Committee.

There are no arrangements or understandings between Mr. Willis and any other person pursuant to which Mr. Willis was elected as a director, nor have there been any transactions involving Mr. Willis that would be required to be reported under Item 404(a) of Regulation S-K.

Mr. Willis 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, 2024, as amended. His compensation will be pro-rated for the 2024-2025 term.

A copy of the press release announcing the election of Mr. Willis 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 December 16, 2024
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/ RYAN C. FISHER
			Ryan C. Fisher
			Senior Vice President, General Counsel and Secretary

Date: December 16, 2024

Ingevity Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits