Ingevity Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine (9) director nominees to the Board to serve until the 2027 annual meeting.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers.

   More detail

   This proposal asks stockholders to provide a non-binding advisory approval of the Company’s executive compensation as disclosed in the proxy statement (CD&A and tables). Management is seeking shareholder approval to confirm alignment between executive pay and company performance and to obtain investor endorsement of its pay-for-performance philosophy, which emphasizes a significant portion of at-risk compensation tied to financial and stock-performance metrics. The Compensation Committee designed the program to balance short- and long-term incentives (STIP and LTIP), use performance metrics (Adjusted EBITDA, revenue, rTSR, cumulative adjusted EBITDA growth, and EPS/ROIC for certain awards), and maintain governance safeguards such as clawbacks, double-trigger change-in-control provisions, anti-hedging, and stock ownership guidelines. The board recommends a vote FOR, arguing the program attracts and retains talent, aligns executives with stockholders, and includes rigorous performance metrics and caps; the recommendation notes past stockholder approval (91% in 2025) and that the vote is advisory only but will be considered in future compensation decisions.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.

4. 4

   Approval of Amendment to 2025 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve an amendment to increase the number of shares available for issuance under the Ingevity Corporation 2025 Omnibus Incentive Plan by 580,000 shares.

   More detail

   This management proposal requests shareholder approval to amend the Omnibus Incentive Plan to add 580,000 shares to the existing share pool to ensure adequate equity availability for future grants through projected 2027 awards. Management argues that without the increase the Company could be forced to replace equity with cash incentives, undermining alignment with stockholders; they cite current available shares (1,195,250 as of March 2, 2026), historical burn rates, overhang/dilution metrics, and expected equity needs. The Board recommends FOR, highlighting employee engagement, alignment with shareholder objectives, and compensation philosophy. If not approved, the Plan remains in effect without the added shares.

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When is the Ingevity Corp 2026 annual meeting?

Ingevity Corp (NGVT) holds its 2026 annual shareholder meeting on Wednesday, April 29, 2026.

What is the record date for the Ingevity Corp 2026 meeting?

The record date for the Ingevity Corp 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ingevity Corp's 2026 meeting?

The board is presenting 9 director nominees at the Ingevity Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ingevity Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Ingevity Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.