SEC Form DEFR14A 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. 1)

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

		Preliminary Proxy Statement
		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
		Definitive Proxy Statement
		Definitive Additional Materials
		Soliciting Material under to §240.14a-12

INGEVITY CORPORATION

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

		No fee required.
		Fee paid previously with preliminary materials.
		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

EXPLANATORY NOTE

On March 11, 2024, Ingevity Corporation (“Ingevity,” the “Company” or “us”) filed a definitive proxy statement (the “Proxy Statement”) with the U.S. Securities and Exchange Commission in connection with the Company’s 2024 annual meeting of stockholders (the “Annual Meeting”) scheduled to be held virtually via live audio webcast on April 23, 2024, at 9:30 a.m. Eastern Time.

This Amendment (this “Amendment”) to the Proxy Statement is being made available, beginning on March 22, 2024, to the Company’s stockholders of record as of February 26, 2024 for use at the Annual Meeting. This Amendment should be read in conjunction with the Proxy Statement.

Except as described in the “Changes to Proxy Statement” section of this Amendment, below, the information provided in the Proxy Statement remains unchanged and continues to apply. To the extent the information in this Amendment differs from or updates information contained in the Proxy Statement, the information in this Amendment shall control. Unless expressly defined in this Amendment, all defined terms used in this Amendment have the same meaning given to them in the Proxy Statement. A copy of the Proxy Statement is available on the internet at https://ir.ingevity.com/financial-information/sec-filings/default.aspx, or on the SEC’s EDGAR system at https://www.sec.gov/edgar.

CHANGES TO PROXY STATEMENT

The Proxy Statement erroneously stated the vote that is required to approve Proposal 4 regarding an amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”). This Amendment is being provided to correct those statements in the Proxy Statement by replacing them with disclosures correctly stating the vote required to approve the Charter Amendment.

The disclosure provided under the caption “Vote required” on page 81 of the Proxy Statement is hereby amended and restated in its entirety to read as follows:

“The affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote is required for the approval of the Charter Amendment.”

The disclosure and related table provided under the caption “What proposals will be voted on at the Annual Meeting, what are the Board’s voting recommendations, and what is required for a proposal to pass?” on page 87 of the Proxy Statement is hereby amended and restated in its entirety to read as follows:

“The following table summarizes the Board’s voting recommendations for each proposal, the vote required for each proposal to pass, and the effect of abstentions and uninstructed shares on each proposal. If you are a stockholder of record who submits a proxy card without selecting an option for any of the proposals, the proxy holders will vote in accordance with the Board recommendations in the table below.

SUPPLEMENTAL INFORMATION

If you have already returned your proxy or voting instruction form or provided voting instructions in the manner prescribed by your bank or broker, you do not need to take any action unless you wish to change your vote.

If you are a stockholder of record, you may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting by doing one of the following:

If you are a beneficial owner, please check your voting instruction form or contact the bank or broker that holds your shares for instructions on how to revoke or change your voting instruction.