Item 5. Other Information
ITEM 5. OTHER INFORMATION
On October 25, 2021, our Board of Directors approved and adopted the Second Amended and Restated Bylaws of the Company (the “Second Amended and Restated Bylaws”), which further amend and restate the Company’s previously adopted bylaws. The amendments and clarifications set forth in the Second Amended and Restated Bylaws address, among other things:
• the use of gender neutral terms when referring to particular positions, offices or title holders;
• the Board of Directors’ ability to call stockholder meetings by remote communication (including virtually);
• the ability of the Board of Directors to set procedures for conducting stockholder meetings, including (but not limited to) imposing restrictions on recording devices, limitations on attendance and time allotted for participants to speak; and
• certain documentation, stock ownership and procedural requirements relating to the proposal of business or the nomination of director candidates by the Company’s stockholders at an annual or special meeting of stockholders.
The foregoing summary of the amendments contained in the Second Amended and Restated Bylaws does not purport to be complete or comprehensive, and such summary is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws. A copy of the Second Amended and Restated Bylaws is attached as Exhibit 3.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
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ITEM 6. EXHIBITS
Exhibit No. Description of Exhibit
3.1*
Second Amended and Restated Certificate of Incorporation of Ingevity Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 001-37586) filed April 25, 2019).
3.2
Second Amended and Restated Bylaws of Ingevity Corporation, effective as of October 26, 2021.
31.1
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer.
31.2
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Financial Officer.
32.1
Section 1350 Certification of the Company’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
32.2
Section 1350 Certification of the Company’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
101 Inline XBRL Instance Document and Related Items - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104 The cover page from the Company’s Quarterly Report on Form 10-Q formatted in Inline XBRL (included in Exhibit 101).
______________
*Incorporated by reference
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SIGNATURES
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 thereunto duly authorized.
INGEVITY CORPORATION
(Registrant)
By: /S/ MARY DEAN HALL
Mary Dean Hall
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
Date: October 28, 2021
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.