OTHER INFORMATION
−Removed: On October 2, 2024, in connection with the resignation of John C.
−Removed: Fortson from the Board of Directors of the Company (the "Board"), the Board approved a decrease in the size of the Board from nine members to eight members, effective as of such date.
+Added: None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended March 31, 2025.
Description of Exhibit
−Removed: Ingevity Corporation Fourth Amended and Restated Bylaws, effective October 22, 2024 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, as filed with the U.S.
−Removed: Securities and Exchange Commission on October 25, 2024).
−Removed: Form of 2024 Performance-Based Restricted Stock Unit Award under the Ingevity Corporation 2016 Omnibus Incentive Plan – U.S.
−Removed: Form of 2024 Performance-Based Restricted Stock Unit Award under the Ingevity Corporation 2016 Omnibus Incentive Plan – U.K.
−Removed: Amended and Restated Severance and Change of Control Agreement between Ingevity Corporation and John C.
−Removed: Fortson dated February 17, 2022 (incorporated by reference to Exhibit 10.50 to the Company's Annual Report on Form 10-K, as filed with the U.S.
−Removed: Securities and Exchange Commission on February 24, 2022).
+Added: Offer Letter dated as of March 7, 2025, by and between Ingevity Corporation and David H.
+Added: Severance and Change of Control Agreement dated as of March 7, 2025, by and between Ingevity Corporation and David H.
+Added: Service Agreement dated as of March 7, 2025, by and between Ingevity UK Limited and Michael Shukov.
+Added: Cooperation Agreement, dated as of March 30, 2025, by and among Ingevity Corporation, Vision One Fund, LP, and the other persons party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K, as filed with the U.S.
+Added: Securities and Exchange Commission on March 31, 2025).
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer.
15 unchanged sentences
(Principal Financial Officer and Duly Authorized Officer)
−Removed: October 30, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.