SecProbe.io

March 17, 2025
Luis Fernandez-Moreno
Interim President and CEO
Ingevity Corp
4920 O'Hear Avenue Suite 400
North Charleston, SC 29405
Re:Ingevity Corp
PREC14A filed March 10, 2025
File No. 001-37586
Dear Luis Fernandez-Moreno:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PREC14A filed March 10, 2025
General
1.Please mark the proxy statement as "preliminary." See Rule 14a-6(e)(1).
Background to the Solicitation, page 14
2.We note your statement at the bottom of page 16 that "[o]n March [7], 2025, the
Company filed its preliminary proxy statement with the SEC." Please update this
statement to reflect your preliminary proxy statement's filing date of March 10.
3.We note the following statements on page 16: "On March 6, 2025, Vision One filed
an amended version of its presentation with certain corrections and additional
soliciting material. Later that same day, the Company issued a press release and
stockholder letter in addition to a letter to the Company’s employees in response to
Vision One’s presentation..." We note that there are no filings from the Company with
a filing date of March 6, 2025 on EDGAR, nor does there appear to be any press
release with such date on your website. Please advise or revise.

March 17, 2025
Page 2
Proposal 1: Election of Directors, page 17
4.We note the following disclosure on page 18 of your filing: "As a result of Vision
One’s intent to nominate  four persons for election as directors at the Annual Meeting
in opposition to the nominees recommended by our Board, and, assuming such
nominees are in fact properly proposed for election at the Annual Meeting ..."
(emphases added). This statement appears inconsistent with disclosure elsewhere
throughout your filing, such as on page 3 that "the Company’s proxy card is required
to list the Vision One nominees in addition to the Board’s nominees," and on page
100 that "Ingevity is required to include all nominees for election on its universal
proxy card..." To the extent you have concluded that Vision One has met the
applicable requirements of Rule 14a-19 and your governing documents, please
explain to us, with a view towards revised disclosure, the basis for the language on
page 18 cited above.
5.Refer to the penultimate paragraph on page 18 and the statement that "[i]n the event
that any of the nominees for election change, you can still sign and date a later
submitted WHITE proxy card." Please revise to clarify whether this statement also
applies if Vision One withdraws its nominees or abandons its solicitation after
stockholders have already voted.
Ownership of Equity Securities, page 98
6.Please revise the table on page 99 to include beneficial ownership information for
each of the named executive officers identified in your summary compensation table
on page 68. Refer to Item 403(b) and Item 402(a)(3) of Regulation S-K.
Questions and Answers About the Annual Meeting, Proxy Solicitation, and Voting
Information, page 100
7.Refer to the question captioned "What is an undervote and overvote and how does
each impact the universal proxy card?" Please revise the answer to this question to
address how undervotes and overvotes affect the universal proxy card or revise the
question prompt.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Brian Soares at 202-551-3690 or Dan Duchovny at 202-
551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions