SEC Form DEFA14A filed by Ingevity Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.      )

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On March 20, 2025, Ingevity Corporation issued the following press release and letter to its stockholders.

Ingevity Files Definitive Proxy Statement and Issues Letter to Stockholders

Board and Management Team Have Taken Significant and Decisive Action to Respond to External Market Challenges

Key Transformational Changes Are Driving Strong Financial Results and Stock Price Outperformance

Continued Execution of Proven Strategy Positions Ingevity to Unlock Significant Additional Stockholder Value

Company Urges Stockholders to Vote “FOR” ONLY Ingevity’s Highly Qualified Director Nominees on the WHITE Proxy Card

Launches VoteIngevity.com Providing Additional information for Stockholders

NORTH CHARLESTON, S.C., Mar 20, 2025 – Ingevity Corporation (NYSE: NGVT) today announced that it has filed its definitive proxy statement with the U.S. Securities and Exchange Commission in connection with its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held on April 30, 2025 at 9:30 a.m. (Eastern). All Ingevity stockholders of record as of the close of business on March 3, 2025 will be entitled to vote at the meeting.

In conjunction with the filing of the definitive proxy, Ingevity’s Board of Directors issued a letter to stockholders recommending that they vote for Ingevity’s nine highly qualified and engaged directors on the WHITE proxy card - Jean S. Blackwell, Luis Fernandez-Moreno, Diane H. Gulyas, Bruce D. Hoechner, Frederick J. Lynch, Karen G. Narwold, Daniel F. Sansone, J. Kevin Willis and Benjamin G. (Shon) Wright. The Company also launched VoteIngevity.com, a website including voting instructions and other resources for stockholders.

Highlights from the letter include:

The Company encourages stockholders to vote “FOR” ONLY Ingevity’s nine directors to support the decisive actions taken by the Board and management that are driving strong performance and momentum to deliver more stockholder value, and to send a message to Vision One to drop its wasteful and unnecessary proxy fight.

The full text of the letter to stockholders follows:

Dear Ingevity Stockholders,

 

We are writing to provide you a brief update regarding a number of important developments at Ingevity.

 

Beginning in 2022, unprecedented increases in crude tall oil (“CTO”) costs combined with demand softness in our primary end-markets negatively impacted our Industrial Specialties business, our results and our ability to deliver value to our stockholders. Significant and decisive action was required.

 

In response to these external market challenges, the Ingevity Board of Directors and management team have undertaken a series of fundamental changes to the business:

 

 

The Impact on our Business

 

Our ability to execute these transformational changes swiftly and successfully across multiple fronts is a tribute to the entire Ingevity team. The positive impact on our business is being demonstrated in our financial results. In 2024, we delivered:

 

 

We expect further progress in 2025, as we project 10-14% adjusted EBITDA growth, free cash flow that is approximately 4-5x our 2024 level, additional cost savings of $10-25 million and a reduction of our net debt ratio to less than 2.8x (from 3.5x at year-end 2024).

 

Moreover, we are confident in our ability to continue to deliver stock price outperformance beyond the upward trajectory of Ingevity’s stock since we first announced our search for a new permanent CEO on October 3, 2024. Since that time, we have delivered 18% total stockholder returns, significantly outperforming the S&P 400 Chemicals Index and the broader market¹.

 

¹ TSR calculated based on stock price performance from 10/3/24 to 3/19/25 and assumes reinvestment of all dividends

A key driver of our successful execution and continuing momentum has been the leadership of Luis Fernandez-Moreno, an Ingevity director who has served as interim CEO during this important period. As a director and interim CEO, Mr. Fernandez-Moreno has continued to drive execution of the business, announced a comprehensive portfolio review and focused on recruiting top management talent with proven track records in executing strong stockholder value creation.

 

On March 10, the Company announced it had successfully concluded its CEO search with the appointment of David H. Li, the former President and CEO of CMC Materials, as our next President and CEO, effective April 7, 2025. While at CMC, David delivered ~300% total shareholder returns as compared to ~78% for the S&P 400², ~16% cumulative annual revenue growth³ and ~14% cumulative annual operating profit growth³ – and led the $6.5 billion sale to Entegris at a 35% premium⁴. We are confident he is the right leader to drive our business forward.

 

In addition, on March 12, Ingevity announced the appointment of Michael Shukov, who had previously served as managing director at PPG Industrial Coatings, EMEA, as Ingevity’s new Senior Vice President and President of Advanced Polymer Technologies. These leadership appointments give us confidence that the future is bright for Ingevity and its stockholders.

 

Recent commentators have recognized our strong trajectory⁵:

 

 

Vision One’s Proxy Fight

Vision One first reached out to Ingevity in November 2024 and later nominated four directors for election to the Ingevity Board, including Courtney Mather, its founder, CEO and Chief Investment Officer. Our Board assessed Vision One’s nominees and determined, particularly in light of the current initiatives and portfolio review underway, that they lack experience in the specialty chemicals sector or as executive officers of a public company, and do not have meaningful operational or capital allocation expertise in public company operating roles.

 

In an effort to avoid a potential proxy fight at an important inflection point for the Company, we proposed to Vision One that we would be willing to work with them to identify a director with the expertise necessary to oversee our business and strategy and to most effectively serve our stockholders. We also invited Vision One to present to our Board. Vision One rejected our offers to present to the Board and insisted we appoint its candidates to the Board or face a proxy fight, and ultimately launched their campaign.

 

Following our appointment of Mr. Li, we again reached out to Vision One to reiterate our settlement proposal. Mr. Mather insisted instead that the only acceptable solution was the appointment of one of the Vision One insiders. The Board concluded that such an appointment would not be in the best interests of all Ingevity stockholders.⁶

 

Vision One has since reduced its slate to two nominees, Julio Acero, age 34, who works for Mr. Mather at Vision One as an investment analyst and director, and F. David Segal, age 55, who was previously a vice president at International Paper and portfolio manager at Franklin Mutual.  Neither candidate has served as a public company director or a senior executive of a publicly-traded company and neither has experience in the specialty chemicals industry.  The Board also determined through interviews and its established director nominee review process, that both Mr. Acero and Mr. Segal do not have meaningful operating, capital allocation or portfolio management experience in public company senior roles that would supplement the skills of the current Board.

 

² From appointment on Jan 1, 2015 to Jul 5, 2022, the last trading day prior to the close of sale to Entegris

³ From Fiscal Year 2014 to Q2 Fiscal Year 2022 LTM

⁴ Premium at announcement over CMC Materials closing stock price as of Dec 14, 2021, day before

announcement of Entegris acquisition

⁵ Permission to use quotes neither sought nor obtained

⁶ Additional details regarding Ingevity’s engagement with Vision One is described in a previous letter to Ingevity stockholders (https://www.ingevity.com/news/press-releases/ingevity-highlights-significant-momentum-on-actions-underway-to-drive-improved-performance-and-value-creation/) and in the Company’s definitive proxy statement filed with the SEC

In support of its campaign, Vision One predicates its attacks in part on director “entrenchment”. However, our Board is committed to refreshment, as three new independent directors have been added in the last three years, the average director tenure is less than six years and not a single Ingevity director has been on the Board for over 10 years. Vision One also attacks Ingevity’s past performance. While the Company has faced pressure due to external market challenges, the Board has been taking decisive actions to address those issues, such as transforming segments of our business and performing a strategic review of our portfolio – which first began in March 2024, long before Vision One first contacted the Company – to continue to deliver outperformance.

 

The Path Forward

 

We look forward to continuing to engage with our stockholders and providing you with further updates on our progress. We will continue to seek a constructive resolution to Vision One’s unnecessary and wasteful proxy fight, particularly as our new CEO begins his role, but only if it is in the best interests of Ingevity. We know that we have more work ahead of us, but Ingevity has promising opportunities ahead and we believe we are on the right path to unlock significant additional stockholder value by executing our strategy.

 

Sincerely,

 

The Ingevity Board of Directors

 

If you have any questions or require any assistance with voting your shares,

please call the Company’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

+1 (877) 687-1874

(toll free from the U.S. or Canada)

+1 (412) 232-3651

(from other countries)

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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 three reporting segments: Performance Materials, which includes activated carbon; Advanced Polymer Technologies, which includes caprolactone polymers; and Performance Chemicals, which includes specialty chemicals and road technologies. Our products are used in a variety of demanding applications, including adhesives, agrochemicals, asphalt paving, certified biodegradable bioplastics, coatings, elastomers, pavement markings and automotive components. Headquartered in North Charleston, South Carolina, Ingevity operates from 24 locations around the world and employs approximately 1,600 people. The company’s common stock is traded on the New York Stock Exchange (NYSE:NGVT). For more information, visit ingevity.com.

Forward-Looking Statements

This communication 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,” “guidance,” “believes,” “anticipates” or similar expressions. Forward looking statements may include, without limitation, anticipated timing, results, charges and costs of any current or future repositioning of our Performance Chemicals segment, including the announced review of strategic alternatives for the Industrial Specialties product line and North Charleston, South Carolina crude tall oil refinery, the oleo-based product refining transition, closure of our plants in Crossett, Arkansas and DeRidder, Louisiana; leadership transitions within our organization; the potential benefits of any acquisition or investment transaction, expected financial positions, guidance, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; litigation-related strategies and outcomes; and markets for securities. 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, charges, costs or actions, including adverse legal or regulatory actions, resulting from, or in connection with, the current or future repositioning of our Performance Chemicals segment, including the announced review of strategic alternatives for the Industrial Specialties product line and North Charleston, South Carolina crude tall oil refinery, the oleo-based product refining transition, closure of our plants in Crossett, Arkansas and DeRidder, Louisiana; losses due to resale of crude tall oil at less than we paid for it; leadership transitions within our organization; adverse effects from general global economic, geopolitical and financial conditions beyond our control, including inflation and the Russia Ukraine war and conflict in the middle east; risks related to our international sales and operations; adverse conditions in the automotive market; competition from substitute products, new technologies and new or emerging competitors; worldwide air quality standards; a decrease in government infrastructure spending; adverse conditions in cyclical end markets; the limited supply of or lack of access to sufficient raw materials, or any material increase in the cost to acquire such raw materials; issues with or integration of future acquisitions and other investments; the provision of services by third parties at several facilities; supply chain disruptions; natural disasters and extreme weather events; or other unanticipated problems such as labor difficulties (including work stoppages), equipment failure or unscheduled maintenance and repair; attracting and retaining key personnel; dependence on certain large customers; legal actions associated with our intellectual property rights; protection of our intellectual property and other proprietary information; information technology security breaches and other disruptions; complications with designing or implementing our new enterprise resource planning system; government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies, tariffs and the chemicals industry; losses due to lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes; and the other factors detailed from time to time in the reports we file with the Securities and Exchange Commission (the “SEC”), including those described in Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10 K as well as in our other filings with the SEC. These forward looking statements speak only to management’s beliefs as of the date of this communication. Ingevity assumes no obligation to provide any revisions to, or update, any projections and forward looking statements contained in this communication.

Additional Information and Where to Find It

In connection with Ingevity’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”), Ingevity filed on March 20, 2025 with the Securities and Exchange Commission (“SEC”) a definitive proxy statement on Schedule 14A (the “Proxy Statement”), containing a form of WHITE proxy card. This communication is not a substitute for the Proxy Statement or any other document that Ingevity has filed or may file with the SEC in connection with any solicitation by Ingevity. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY INGEVITY AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. These documents, including the Proxy Statement (and any amendments or supplements thereto) and other documents filed by Ingevity with the SEC, are available free of charge at the SEC’s website at http://www.sec.gov and at Ingevity’s investor relations website at http://ir.ingevity.com.

Participants in the Solicitation

Ingevity, its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from Ingevity stockholders in connection with the matters to be considered at the 2025 Annual Meeting. Information regarding such participants and their respective interests in Ingevity by security holdings or otherwise is set forth in the section entitled “Appendix C: Supplemental Information Regarding Participants in the Solicitation” in the Proxy Statement, which was filed with the SEC on March 20, 2025. Additional information regarding the interests of these participants in the solicitation of proxies in respect of the 2025 Annual Meeting and other relevant materials will be filed with the SEC when they become available. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.

Contacts

Media:

Caroline Monahan

843-740-2068

Kara Brickman / Greg Klassen

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

Investors:

John E. Nypaver, Jr.

843-740-2002

On March 20, 2025, Ingevity Corporation also shared the following letter with its employees.

March 20, 2025

Dear Colleagues,

Today, Ingevity issued a press release announcing the filing of our definitive proxy statement in connection with our Annual Meeting of Stockholders on April 30, 2025. The press release includes a letter we sent to all stockholders highlighting the decisive actions we have taken to strengthen our business, our positive momentum demonstrated by our 2024 financial results, and our confidence in the path forward.

As you know, we have adapted our business across multiple fronts since 2023, in response to external market challenges. Our ability to swiftly and successfully execute these transformational changes is a tribute to our entire team. Importantly, our strategy is continuing to deliver impressive results.

I wanted to take this opportunity to make you aware of our upcoming communications, both internally and externally. As I shared last month, one of our stockholders, Vision One, has nominated candidates to stand for election to Ingevity’s Board of Directors. From now until our Annual Meeting, we will be soliciting votes from our stockholders asking them to vote on our WHITE proxy card FOR Ingevity’s highly qualified and experienced director nominees. For those of you who are Ingevity stockholders, you will also be receiving communications from Vision One. Our Board opposes the election of Vision One’s two nominees and strongly encourages you to simply discard any gold proxy card you may receive from Vision One.

While this year’s Annual Meeting will likely receive more attention than usual, I want to reiterate that this has no impact on our daily operations. We have a small team dedicated to this matter and are counting on all of you to remain focused on your day-to-day responsibilities, working safely and delivering for our customers.

We are confident in the strides we are making to position the company for the future, driving improved performance and value creation.

Thank you for your hard work and dedication to Ingevity and for helping to drive our continued success.

Best regards,

Luis Fernandez‑Moreno

Interim President and CEO

Consistent with usual policies, please direct inquiries about this news from media or anyone outside of our company to Caroline Monahan at 843-740-2068 or [email protected]. Stockholder inquiries should be directed to John E. Nypaver, Jr. at 843-740-2002 or [email protected].

Additional Information and Where to Find It

In connection with Ingevity’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”), Ingevity filed on March 20, 2025 with the Securities and Exchange Commission (“SEC”) a definitive proxy statement on Schedule 14A (the “Proxy Statement”), containing a form of WHITE proxy card. This communication is not a substitute for the Proxy Statement or any other document that Ingevity has filed or may file with the SEC in connection with any solicitation by Ingevity. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY INGEVITY AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. These documents, including the Proxy Statement (and any amendments or supplements thereto) and other documents filed by Ingevity with the SEC, are available free of charge at the SEC’s website at http://www.sec.gov and at Ingevity’s investor relations website at http://ir.ingevity.com.

Participants in the Solicitation

Ingevity, its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from Ingevity stockholders in connection with the matters to be considered at the 2025 Annual Meeting. Information regarding such participants and their respective interests in Ingevity by security holdings or otherwise is set forth in the section entitled “Appendix C: Supplemental Information Regarding Participants in the Solicitation” in the Proxy Statement, which was filed with the SEC on March 20, 2025. Additional information regarding the interests of these participants in the solicitation of proxies in respect of the 2025 Annual Meeting and other relevant materials will be filed with the SEC when they become available. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.

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