UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
June 2, 2020
Date of Report (date of earliest event reported)
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INGEVITY CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-37586 | 47-4027764 | | |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | (I.R.S. Employer Identification No.) | | |
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| 5255 Virginia Avenue | North Charleston | South Carolina | 29406 | | |
| (Address of principal executive offices) | | | (Zip code) | | |
Registrant’s telephone number, including area code: 843-740-2300
Not Applicable
(Former name or former address, if changed since last report)
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: | | |
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock ($0.01 par value) | NGVT | New York Stock Exchange |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | | | |
| ☐ | Emerging growth company | | |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act | | o | |
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ITEM 8.01. OTHER EVENTS
On June 2, 2020, Ingevity Corporation (the “Company”) issued a press release describing certain cost reduction initiatives designed to support its ability to meet its revised guidance range it set forth in its first quarter 2020 earnings release. The Company stated on April 29, 2020 that it expects fiscal year 2020 sales of between $1.10 billion and $1.20 billion and adjusted EBITDA of between $310 million and $350 million. Rick Kelson, chairman of the board, and interim president and CEO also announced that the Company expects more significant impacts from the coronavirus to begin in the second quarter.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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| Exhibit No. | Description of Exhibit |
| Press release dated June 2, 2020. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| INGEVITY CORPORATION | |
| (Registrant) | |
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| By: | /S/ JOHN C. FORTSON |
| John C. Fortson |
| Executive Vice President, Chief Financial Officer, and Treasurer |
Date: June 2, 2020
