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

March 30, 2025

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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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

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).

 

 

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  ☐

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On March 30, 2025, Ingevity Corporation (the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) with Vision One Fund, LP and certain of its affiliates (the “Vision One Parties”).

 

Pursuant to the Cooperation Agreement, the Company agreed to (i) appoint F. David Segal to the Company’s Board of Directors (the “Board”) within one day of the 2025 annual meeting of stockholders (the “2025 Annual Meeting”), (ii) appoint Mr. Segal to the Audit Committee of the Board and (iii) not increase the size of the Board to more than eleven directors until the earliest date pursuant to which stockholder nominations for director elections are permitted to be delivered pursuant to the Company’s bylaws for the Company’s 2026 annual meeting of stockholders (the “Expiration Date”). The Cooperation Agreement provides that the Company and Vision One parties will cooperate in good faith to select a mutually agreeable replacement director in the event that Mr. Segal ceases to serve as a director before the Expiration Date.

 

Pursuant to the Cooperation Agreement, the Vision One Parties agreed to withdraw their nominees for the 2025 Annual Meeting and to abide by certain customary standstill restrictions, mutual non-disparagement provisions, voting commitments, including supporting each director nominated and recommended by the Board for election, and other obligations until the Expiration Date.

 

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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