Amendments to Amended and Restated Certificate of Incorporation

On April 25, 2019, the stockholders of Ingevity Corporation (the Company) approved amendments to the Companys Amended and Restated Certificate of Incorporation (as amended and restated, the Certificate), which amendments included both the removal of certain supermajority voting requirements from the Certificate as well as to remove certain obsolete provisions (such changes, the Certificate Amendments). The Certificate Amendments are discussed more fully in the Companys definitive Proxy Statement for the 2019 Annual Meeting of Stockholders (the Annual Meeting), which was filed with the Securities and Exchange Commission on March 11, 2019 (the Proxy Statement). The Company filed a Second Amended and Restated Certificate of Incorporation (the Amended Certificate) setting forth the Certificate Amendments with the Secretary of State of the State of Delaware on April 25, 2019, which became effective on such date.

The foregoing description of the Certificate Amendments does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended Certificate, which is filed as Exhibit 3.1 to this report and incorporated herein by reference.

Amendments to Amended and Restated By-Laws

The Board of Directors of the Company (the Board) adopted amendments to the Companys Amended and Restated By-Laws (the By-Laws), which became effective upon the filing of the Amended Certificate with the Secretary of State of the State of Delaware on April 25, 2019. The Board had conditionally approved the amendments to the By-Laws in order to conform the By-Laws to the changes that would be made to the Certificate by the Certificate Amendments if such amendments were approved by stockholders at the Annual Meeting and to make additional administrative changes. The Board approved the implementation of such amendments to the By-Laws, effective April 25, 2019, by means of amending and restating the By-Laws (as so amended and restated, the Amended and Restated By-Laws\”). The By-Laws were amended (i) to eliminate supermajority voting provisions concerning certain changes in the By-Laws, (ii) to delete references to the Company\’s classified Board structure given the expiration of these classifications as of the Annual Meeting, and (iii) to effect certain administrative changes in the By-Laws, including updating the titles of certain committees of the Company and providing for electronic transmission of notices of special meetings of the Board.

The foregoing description is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws of the Company, which is filed as Exhibit 3.2 to this report and incorporated herein by reference.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On April 25, 2019, the Company held its Annual Meeting, at which the Companys stockholders voted on the four proposals identified below. Each of the proposals are described in more detail in the Proxy Statement.

There were 41,753,722 shares of the Companys common stock issued and outstanding on the record date and entitled to vote at the Annual Meeting, and 39,360,549 shares (94.26%) were represented in person or by proxy at the Annual Meeting, which number constituted a quorum.

Proposals No. 1, 2, 3, and 4 were approved by the requisite vote of the Companys stockholders. The final voting results for each proposal are described below.

1. A proposal to elect the nine director candidates listed below, each for a one-year term or until his or her successor is duly elected and qualified:

2. Approve on an advisory basis (non-binding) the compensation paid to our named executive officers (Say-on-Pay).

3. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2019.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Ingevity Corp Exhibit
EX-3.1 2 exhibit31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1SECOND AMENDED AND RESTATEDCERTIFICATE OF INCORPORATION OFINGEVITY CORPORATIONThe present name of the corporation is Ingevity Corporation. The corporation was incorporated under the name MWV CATALYST SPINCO,…
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About INGEVITY CORPORATION (NYSE:NGVT)

Ingevity Corporation is a manufacturer of specialty chemicals and high performance carbon materials. The Company is also a manufacturer of activated carbon used in gasoline vapor emission control systems in cars, trucks, motorcycles and boats. The Company operates through two segments: Performance Materials and Performance Chemicals. The Performance Materials segment primarily produces automotive carbon products used in gasoline vapor emission control systems in cars, trucks, motorcycles and boats. The Performance Chemicals segment develops, manufactures and sells a range of specialty chemicals primarily derived from co-products of the Kraft pulping process. Its products are used in a range of applications, including asphalt paving, oil exploration and production, agrochemicals, adhesives, lubricants, publication inks and automotive components that reduce gasoline vapor emissions.