ngvt-20200616
falseIngevity Corp000165347700016534772020-06-162020-06-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________ 
FORM 8-K
_______________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

June 16, 2020
Date of Report (date of earliest event reported)
__________________________________________________________________________
ngvt-20200616_g1.jpg
INGEVITY CORPORATION
(Exact name of registrant as specified in its charter)
__________________________________________________________________________ 
Delaware001-3758647-4027764
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
5255 Virginia AvenueNorth CharlestonSouth Carolina29406
(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)
_____________________________________________________________________________________________________
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock (ngvt-20200616_g1.jpg
INGEVITY CORPORATION
(Exact name of registrant as specified in its charter)
__________________________________________________________________________ 
Delaware001-3758647-4027764
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
5255 Virginia AvenueNorth CharlestonSouth Carolina29406
(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)
_____________________________________________________________________________________________________
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock (00016534772020-06-162020-06-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________ 
FORM 8-K
_______________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

June 16, 2020
Date of Report (date of earliest event reported)
__________________________________________________________________________
ngvt-20200616_g1.jpg
INGEVITY CORPORATION
(Exact name of registrant as specified in its charter)
__________________________________________________________________________ 
Delaware001-3758647-4027764
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
5255 Virginia AvenueNorth CharlestonSouth Carolina29406
(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)
_____________________________________________________________________________________________________
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock (ngvt-20200616_g1.jpg
INGEVITY CORPORATION
(Exact name of registrant as specified in its charter)
__________________________________________________________________________ 
Delaware001-3758647-4027764
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
5255 Virginia AvenueNorth CharlestonSouth Carolina29406
(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)
_____________________________________________________________________________________________________
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.01 par value)NGVTNew 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 Acto
_____________________________________________________________________________________________________



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

On June 22, 2020, Ingevity Corporation (the “Company”) announced that Katherine Pryor Burgeson, Executive Vice President, General Counsel and Secretary, elected to participate in the Company’s previously announced early retirement program available to certain U.S. employees who meet minimum age and length of service requirements effective June 16, 2020. Ms. Burgeson will remain with the Company for a mutually determined transition period and currently her retirement date has not yet been determined.

The Company will file a subsequent report to disclose Ms. Burgeson’s retirement date once it has been determined and to provide a summary of the benefits Ms. Burgeson will receive upon retirement when such information has been finalized.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.
Exhibit No.Description of Exhibit
Press release dated June 22, 2020.
104Cover 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/ KATHERINE P. BURGESON
Katherine P. Burgeson
Executive Vice President, General Counsel and Secretary
Date: June 22, 2020

NGVTNew 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 Acto
_____________________________________________________________________________________________________



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

On June 22, 2020, Ingevity Corporation (the “Company”) announced that Katherine Pryor Burgeson, Executive Vice President, General Counsel and Secretary, elected to participate in the Company’s previously announced early retirement program available to certain U.S. employees who meet minimum age and length of service requirements effective June 16, 2020. Ms. Burgeson will remain with the Company for a mutually determined transition period and currently her retirement date has not yet been determined.

The Company will file a subsequent report to disclose Ms. Burgeson’s retirement date once it has been determined and to provide a summary of the benefits Ms. Burgeson will receive upon retirement when such information has been finalized.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.
Exhibit No.Description of Exhibit
Press release dated June 22, 2020.
104Cover 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/ KATHERINE P. BURGESON
Katherine P. Burgeson
Executive Vice President, General Counsel and Secretary
Date: June 22, 2020

NGVTNew 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 Acto
_____________________________________________________________________________________________________



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

On June 22, 2020, Ingevity Corporation (the “Company”) announced that Katherine Pryor Burgeson, Executive Vice President, General Counsel and Secretary, elected to participate in the Company’s previously announced early retirement program available to certain U.S. employees who meet minimum age and length of service requirements effective June 16, 2020. Ms. Burgeson will remain with the Company for a mutually determined transition period and currently her retirement date has not yet been determined.

The Company will file a subsequent report to disclose Ms. Burgeson’s retirement date once it has been determined and to provide a summary of the benefits Ms. Burgeson will receive upon retirement when such information has been finalized.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.
Exhibit No.Description of Exhibit
Press release dated June 22, 2020.
104Cover 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/ KATHERINE P. BURGESON
Katherine P. Burgeson
Executive Vice President, General Counsel and Secretary
Date: June 22, 2020

NGVTNew 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 Acto
_____________________________________________________________________________________________________



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

On June 22, 2020, Ingevity Corporation (the “Company”) announced that Katherine Pryor Burgeson, Executive Vice President, General Counsel and Secretary, elected to participate in the Company’s previously announced early retirement program available to certain U.S. employees who meet minimum age and length of service requirements effective June 16, 2020. Ms. Burgeson will remain with the Company for a mutually determined transition period and currently her retirement date has not yet been determined.

The Company will file a subsequent report to disclose Ms. Burgeson’s retirement date once it has been determined and to provide a summary of the benefits Ms. Burgeson will receive upon retirement when such information has been finalized.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.
Exhibit No.Description of Exhibit
Press release dated June 22, 2020.
104Cover 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/ KATHERINE P. BURGESON
Katherine P. Burgeson
Executive Vice President, General Counsel and Secretary
Date: June 22, 2020


Document
Exhibit 99.1


ingevitylogorgba111.jpg
Ingevity Corporation
5255 Virginia Avenue
North Charleston, SC 29406 USA
www.ingevity.com
News
Contact:
Laura Woodcock
843-746-8197
media@ingevity.com
Investors:
Jack Maurer
843-746-8242
investors@ingevity.com

Katherine Pryor Burgeson elects to retire as executive vice president, general counsel and secretary of Ingevity

NORTH CHARLESTON, S.C., June 22, 2020 – Ingevity Corporation (NYSE:NGVT) today announced that Katherine Pryor Burgeson has elected to retire as executive vice president, general counsel and secretary of Ingevity. Burgeson opted to participate in the company’s previously announced early retirement program. Burgeson will remain with the company through a transition period as mutually determined. Ryan C. Fisher, Ingevity’s deputy general counsel, chief legal officer for Ingevity’s Performance Chemicals segment, and assistant secretary, is expected to be named interim general counsel and secretary upon Burgeson’s departure.

“Kathy has played an integral role in the spin and launch of Ingevity,” said Rick Kelson, chairman of the board, and interim president and CEO. “She has exhibited great leadership and commitment to establishing a strong culture of compliance at Ingevity. In addition, she has been critical in leading the defense of our Performance Materials’ intellectual property. Kathy leaves our legal function amply poised for future success, and we wish her the best in her retirement.”

Burgeson joined Ingevity in 2015 and helped facilitate the spin off from WestRock. From 2000 to 2015, Burgeson served as deputy general counsel at MeadWestvaco Corporation (MWV), joining the law department of WestRock Company following the merger of MWV and RockTenn Company in July 2015. Before joining MWV, she was a partner in the corporate group of Cummings and Lockwood, LLC, for 10 years, representing public companies and private equity clients on transactional and securities matters. Prior to that, she was a corporate associate at Shearman & Sterling, LLC, responsible for securities and mergers and acquisitions matters. She holds a Bachelor of Arts degree in history from Trinity College, and a Juris Doctor degree from Fordham University School of Law.

Fisher joined Ingevity in 2016 prior to the spin off as deputy general counsel, chief legal officer for Ingevity’s Performance Chemicals segment, and assistant secretary. From 2006 to 2015, Fisher was associate general counsel at MWV, joining the law department of WestRock Company following the merger of MWV and RockTenn Company in July 2015. Before joining MWV, Fisher was an attorney with Edwards, Angell, Palmer & Dodge, LLP, for three years, and prior to that was an attorney with Cummings & Lockwood, LLC. Fisher holds a Bachelor of Arts degree from the College of William and Mary, and a Juris Doctor from Boston University School of Law.

Ingevity: Purify, Protect and Enhance
Ingevity provides specialty chemicals, high-performance carbon materials and engineered polymers that purify, protect and enhance the world around us. Through a team of talented and experienced people, Ingevity develops, manufactures, and brings to market products and processes that help customers solve complex problems. These products are used in a variety of demanding applications, including asphalt paving, oil exploration and production, agrochemicals, adhesives, lubricants, publication inks, coatings, elastomers, bioplastics and automotive components that reduce gasoline vapor emissions. Headquartered in North Charleston, South Carolina, Ingevity operates from 25 locations around the world and employs approximately 1,850 people. The company is traded on the New York Stock Exchange (NYSE: NGVT). For more information visit www.ingevity.com.

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Jun. 16, 2020
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