Stockholders approved all proposals — investors elected the nine director nominees and voted to ratify PwC as auditor, support executive compensation, and increase shares under the 2025 Omnibus Incentive Plan.
CEO cites strong 2025 cash performance and $1B target — David Li said Ingevity generated over $270 million in free cash flow, reduced net debt to 2.6x, resumed buybacks, and expects roughly $1 billion in deployable cash over the next two years.
Ingevity (NYSE:NGVT) held its 2026 Annual Meeting of Stockholders in a virtual format, where investors voted to elect directors and approve several governance-related proposals. Company leadership also highlighted financial and operational progress made in 2025 and outlined expectations for cash generation over the next two years.
Board leadership and meeting attendance
Bruce Hoechner, Chair of the Board of Directors, opened the meeting and introduced the directors and members of management participating. Hoechner said all other board 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.
Hoechner noted that, as previously announced, Blackwell and Cecconi were not standing for election at the annual meeting. He thanked them for their service as “founding members” of the board and said the company was “profoundly grateful for the time, wisdom, and expertise they’ve devoted to Ingevity.”
Hoechner also identified leadership team members in attendance, including David Li, Ruth Castillo, Michael Shukov, Ryan Fisher, Terry Dyer, and Reid Clontz, and said incoming CFO Phil Platt was also present. Representatives from PricewaterhouseCoopers LLP, the company’s independent auditors, and the Inspector of Elections were also introduced.
Ryan Fisher, Senior Vice President, General Counsel, and Corporate Secretary, conducted the formal business of the meeting. Fisher stated that notice of the meeting and proxy materials were mailed or made available starting March 17, 2026, to stockholders of record as of March 2, 2026. He also confirmed the meeting was duly called with proper notice and that a quorum was present in person or by proxy.
Fisher said stockholders were asked to vote on four proposals, as described in the company’s proxy statement:
Proposal 1: Election of nine director nominees to serve for a one-year term through the 2027 annual meeting.
Proposal 2: A non-binding advisory vote to approve named executive officer compensation (“Say on Pay”).
Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
Proposal 4: Approval of an amendment to increase the number of shares authorized under Ingevity Corporation’s 2025 Omnibus Incentive Plan.
Fisher said the board recommended voting in favor of all director nominees and each of the other three proposals.
Stockholders approve all proposals
After the polls closed, Fisher reported preliminary results indicating that each of the nine director nominees received more votes “in favor” than “against.” He also said proposals two through four each received support representing a majority of the shares of common stock present in person or represented by proxy and entitled to vote.
“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,” Fisher said. He added that the company planned to report final voting results in a Form 8-K filed with the SEC within four business days of the meeting.
CEO highlights 2025 results and cash flow outlook
Following the completion of the formal agenda, President and CEO David Li delivered brief remarks. Li described 2025 as “a pivotal year for Ingevity,” saying the company “sharpened our focus, launched the new Ingevity, and strengthened the core of our business, both financially and operationally.”
Li said the company expanded margins, generated “more than $270 million in free cash flow,” improved its net debt ratio to “2.6x,” and resumed share repurchases. He said those results, along with execution across the organization, position Ingevity “to generate roughly $1 billion in deployable cash over the next two years.”
Li added that the company entered 2026 “leaner, stronger, and more aligned than ever,” citing a “focused portfolio,” “unified operating model,” and a commitment to “safety, culture, and disciplined capital allocation.”
No stockholder questions submitted
After Li’s remarks, the meeting moved to a question-and-comment period. Caroline Monahan, Senior Director of Corporate Communications, said no questions or comments related to the business had been received through the virtual platform. The company directed investors with follow-up questions to contact investor relations via email.
About Ingevity (NYSE:NGVT)
Ingevity Corporation, traded as NGVT, is a specialty chemicals and performance materials company headquartered in North Charleston, South Carolina. The company operates two primary business units: Performance Chemicals and Performance Materials. The Performance Chemicals segment produces and markets specialty chemicals derived largely from wood and other natural feedstocks, including rosin acids, tall oil fatty acids and esters, as well as specialty petroleum resins. These products serve a broad range of industries, including paper, adhesives, coatings, oilfield drilling and consumer goods.
The Performance Materials segment develops and manufactures activated carbon products and composites for applications such as automotive emissions control, industrial air and water purification, and spill containment.
