Ingevity Stockholders Approve All Proposals at 2026 Annual Meeting; CEO Targets $1B Deployable Cash

Key Points

• Stockholders approved each proposals — investors elected the 9 manager nominees and voted to ratify PwC arsenic auditor, enactment enforcement compensation, and summation shares nether the 2025 Omnibus Incentive Plan.

• CEO cites beardown 2025 currency show and $1B target — David Li said Ingevity generated implicit $270 cardinal successful escaped currency flow, reduced nett indebtedness to 2.6x, resumed buybacks, and expects astir $1 cardinal successful deployable currency implicit the adjacent 2 years.

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Ingevity (NYSE:NGVT) held its 2026 Annual Meeting of Stockholders successful a virtual format, wherever investors voted to elite directors and o.k. respective governance-related proposals. Company enactment besides highlighted fiscal and operational advancement made successful 2025 and outlined expectations for currency procreation implicit the adjacent 2 years.

Board enactment and gathering attendance

Bruce Hoechner, Chair of the Board of Directors, opened the gathering and introduced the directors and members of absorption participating. Hoechner said each different committee members were present, naming Jean Blackwell, Luis Fernandez-Moreno, Diane Gulyas, David Li, Fred Lynch, Karen Narwold, Dan Cecconi, Dave Siegel, Kevin Willis, and Shon Wright.

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Hoechner noted that, arsenic antecedently announced, Blackwell and Cecconi were not lasting for predetermination astatine the yearly meeting. He thanked them for their work arsenic “founding members” of the committee and said the institution was “profoundly grateful for the time, wisdom, and expertise they've devoted to Ingevity.”

Hoechner besides identified enactment squad members successful attendance, including David Li, Ruth Castillo, Michael Shukov, Ryan Fisher, Terry Dyer, and Reid Clontz, and said incoming CFO Phil Platt was besides present. Representatives from PricewaterhouseCoopers LLP, the company’s autarkic auditors, and the Inspector of Elections were besides introduced.

Voting proposals and quorum

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Ryan Fisher, Senior Vice President, General Counsel, and Corporate Secretary, conducted the ceremonial concern of the meeting. Fisher stated that announcement of the gathering and proxy materials were mailed oregon made disposable starting March 17, 2026, to stockholders of grounds arsenic of March 2, 2026. He besides confirmed the gathering was duly called with due announcement and that a quorum was contiguous successful idiosyncratic oregon by proxy.

Fisher said stockholders were asked to ballot connected 4 proposals, arsenic described successful the company’s proxy statement:

• Proposal 1: Election of 9 manager nominees to service for a one-year word done the 2027 yearly meeting.

• Proposal 2: A non-binding advisory ballot to o.k. named enforcement serviceman compensation (“Say connected Pay”).

• Proposal 3: Ratification of the assignment of PricewaterhouseCoopers LLP arsenic autarkic registered nationalist accounting steadfast for the fiscal twelvemonth ending December 31, 2026.

• Proposal 4: Approval of an amendment to summation the fig of shares authorized nether Ingevity Corporation’s 2025 Omnibus Incentive Plan.