Ingevity Corporation (NGVT)
NYSE: NGVT · Real-Time Price · USD
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May 7, 2026, 4:00 PM EDT - Market closed
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AGM 2026

Apr 29, 2026

Operator

Good day, and welcome to the Ingevity Corporation Annual Meeting of Stockholders. I would now like to turn the conference over to Bruce Hoechner. Please go ahead.

Bruce Hoechner
Chair of the Board of Directors, Ingevity Corporation

Thank you. Good morning, ladies and gentlemen. My name is Bruce Hoechner, and I am Chair of the Board of Directors of Ingevity Corporation. It is my pleasure to welcome you to the 2026 Annual Meeting of Stockholders. Joining me today are other members of our board of directors and members of the company's leadership team. Our other board members who are all present today are Jean Blackwell, Luis Fernandez- Moreno, Diane Gulyas, David Li, Fred Lynch, Karen Narwold, Dan Cecconi, Dave Siegel, Kevin Willis, and Shon Wright. As we previously announced, Jean Blackwell and Dan Cecconi are not standing for election at this annual meeting. I'd like to take a moment to thank Jean and Dan for their tremendous service as founding members of our board.

We are profoundly grateful for the time, wisdom, and expertise they've devoted to Ingevity, and we wish them both the best in the future. Our leadership team members who are present today are Dave Li, Ruth Castillo, Michael Shukov, Ryan Fisher, Terry Dyer, and Reid Clontz. Incoming CFO Phil Platt is also present today. Other attendees present today are Andy Reinsel, Alex Donaldson, and Dave Puder from PricewaterhouseCoopers LLP, our independent auditors, and Beth VanDerbeck, our Inspector of Elections. On behalf of the board and the company, I want to thank all stockholders and guests who have joined the virtual meeting. You may view our agenda and the rules of conduct for the meeting under the Meeting Materials heading on the virtual platform. The polls are open for voting at any time during the meeting until we announce that the polls have closed.

After we complete the formal business of the meeting, we will allow an opportunity for stockholders to ask questions about the company's business by using the virtual meeting question feature. Our administrators for the questions and comments received during the meeting are Mavis Hughey and Caroline Monahan. Our administrators will review any questions or comments for appropriateness before directing them to be addressed. With that, I now call our 2026 Annual Meeting of Stockholders to order, and I will now turn things over to Ryan Fisher to conduct the business portion of this meeting. Ryan.

Ryan Fisher
SVP, General Counsel, and Corporate Secretary, Ingevity Corporation

Thank you, Bruce. Notice of this meeting and proxy materials were mailed or made available commencing on March 17th, 2026 to each stockholder of record as of the close of business on our record date, which was March 2nd, 2026. This meeting is duly called with timely and proper notice. The list of stockholders entitled to vote at this meeting has been available at the registered office of the company for more than 10 days prior to this meeting. All documents concerning the call and notice of the meeting will be filed with the records of the meeting. I can confirm that the count of shares immediately prior to the commencement of the meeting indicates that a quorum is present in person or by proxy today.

For those of you who have previously submitted your vote online by phone or mobile device or by mail, you do not need to take any additional action. If you would like to vote today or would like to change your previous vote, you may do so using the voting function on the virtual meeting platform. As a reminder, the polls are open for voting, and those stockholders who wish to vote during the meeting should follow the instructions to submit your vote online. Ingevity is asking stockholders to consider and vote upon four proposals at this meeting. Information about each of the proposals has been provided in the company's proxy statement. Proposal number one is the election of the nine director nominees to serve for a one-year term through the 2027 annual stockholders meeting.

Proposal number two is the non-binding advisory vote to approve named executive officer compensation, also known as Say on Pay. Proposal number three is the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year ending December 31, 2026. Proposal number four is the approval of an amendment to increase the number of shares authorized under Ingevity Corporation 2025 Omnibus Incentive Plan. The board recommends that our stockholders vote for each of the nine director nominees and for each of the other three proposals. We will allow a moment for any remaining online ballots to be submitted and for our Inspector of Elections to review the votes to be counted. I declare that the polls are now closed for voting, and the ballots have been provisionally counted.

On proposal number one, the number of votes cast in favor of the election of each of the nine director nominees exceeds the number of votes cast against the election of each of the nominees. On proposal number two, the number of votes cast in favor of the proposal on compensation for our named executive officers represents a majority of the shares of common stock of the company present in person or represented by proxy at the annual meeting and entitled to vote on the proposal. On proposal number three, the number of votes cast in favor of the proposal for the ratification of appointment of the independent registered accountant represents a majority of the shares of common stock of the company present in person or represented by proxy at the annual meeting and entitled to vote on the proposal.

On proposal number four, the number of votes cast in favor of the amendment to Ingevity Corporation's 2025 Omnibus Incentive Plan represents a majority of the shares of common stock of the company present in person or represented by proxy at the annual meeting and entitled to vote on the proposal.

Based on these results, the nine nominees for our board of directors as names in our proxy statement have been duly elected and the remaining three proposals have been approved. We will report the final voting results of today's meeting on a Form 8-K to be filed with the SEC within four business days of this annual meeting.

Bruce Hoechner
Chair of the Board of Directors, Ingevity Corporation

Thank you, Ryan. This concludes the official business portion of our meeting, and the annual meeting is now officially adjourned. We will now open the meeting to any general questions or comments relating to the company's business. Stockholders wishing to address the meeting should submit their questions via the virtual meeting platform. While questions are being submitted, I welcome a few remarks from our President and CEO, Dave Li.

David Li
President and CEO, Ingevity Corporation

Thank you, Bruce. Thank you to all our investors joining us for Ingevity's annual meeting this morning. 2025 was a pivotal year for Ingevity. We sharpened our focus, launched the new Ingevity, and strengthened the core of our business, both financially and operationally. We expanded margins, delivered more than $270 million in free cash flow, improved our net debt ratio to 2.6x , and resumed share repurchases. These results, paired with strong execution across our organization, position us to generate roughly $1 billion in deployable cash over the next two years. We have begun 2026 leaner, stronger, and more aligned than ever. Our focused portfolio, unified operating model, and commitment to safety, culture, and disciplined capital allocation give us clear momentum.

I'm confident in where we're headed and grateful for your partnership as we continue building the future of the new Ingevity together. Thank you for your continued support, your trust, and your belief in the direction we're heading. Your confidence in this company strengthens our momentum and pushes us to deliver at the highest level. I'm grateful for your partnership and energized by the opportunities ahead for Ingevity.

Bruce Hoechner
Chair of the Board of Directors, Ingevity Corporation

Thank you, Dave. Administrators, have we received any questions or comments related to the business?

Caroline Monahan
Senior Director of Corporate Communications, Ingevity Corporation

No, we have not received any questions or comments related to the business.

Bruce Hoechner
Chair of the Board of Directors, Ingevity Corporation

The questions and comments period is now closed. If you have additional questions or comments, you may send them at any time to Ingevity's investor relations team. The email address is investors@ingevity.com. On behalf of all of our directors and the company, I would like to again express appreciation to the stockholders who attended the virtual meeting, whether in person or by proxy. Thank you and be safe.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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