UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) As described under Item 5.07 of this report, on May 19, 2021, the stockholders of Ingredion Incorporated (the “Company”) voted at the Company’s 2021 annual meeting of stockholders (the “2021 annual meeting”) to approve an amendment (the “plan amendment”) to the Ingredion Incorporated Stock Incentive Plan (the “plan”) to increase the number of shares of common stock issuable under the plan by 2,500,000 shares.
The Company’s Board of Directors approved the plan amendment, subject to stockholder approval at the 2021 annual meeting, on March 16, 2021. The plan amendment became effective at the time of stockholder approval.
The plan provides for the grant of incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, and performance shares to employees, officers and directors of the Company or any of its subsidiaries and other eligible service providers.
A copy of the plan, as amended and restated as of May 19, 2021, is filed as Exhibit 10.1 to this report and is incorporated by reference in this Item 5.02. The material terms of the plan as so amended and restated are described in the Company’s definitive proxy statement on Schedule 14A for the 2021 annual meeting filed with the Securities and Exchange Commission on April 7, 2021 (the “2021 proxy statement”).
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) At the 2021 annual meeting, the Company’s stockholders voted on four proposals. The proposals are described in the 2021 proxy statement.
(b) As of the record date for the 2021 annual meeting, an aggregate of 67,228,076 shares of the Company’s common stock were outstanding and entitled to vote at the meeting. Each share of common stock is entitled to one vote per share.
The final voting results with respect to each proposal voted upon at the 2021 annual meeting are set forth below.
Proposal 1
The holders of the outstanding shares of the Company’s common stock elected to the Board of Directors of the Company each of the 11 nominees specified in the 2021 proxy statement, based on the following numbers of votes:
| Name |
For | Against | Abstentions | Broker Non-Votes | ||||||||||||
| Luis Aranguren-Trellez |
53,950,975 | 1,199,563 | 54,598 | 4,781,909 | ||||||||||||
| David B. Fischer |
54,879,489 | 271,577 | 54,070 | 4,781,909 | ||||||||||||
| Paul Hanrahan |
53,729,151 | 1,420,811 | 55,174 | 4,781,909 | ||||||||||||
| Rhonda L. Jordan |
53,985,499 | 1,166,917 | 52,720 | 4,781,909 | ||||||||||||
| Gregory B. Kenny |
53,271,412 | 1,875,559 | 58,165 | 4,781,909 | ||||||||||||
| Barbara A. Klein |
54,171,018 | 983,724 | 50,394 | 4,781,909 | ||||||||||||
| Victoria J. Reich |
54,804,450 | 351,463 | 49,223 | 4,781,909 | ||||||||||||
| Stephan B. Tanda |
54,875,381 | 273,421 | 56,334 | 4,781,909 | ||||||||||||
| Jorge A. Uribe |
54,789,156 | 357,687 | 58,293 | 4,781,909 | ||||||||||||
| Dwayne A. Wilson |
54,319,807 | 831,871 | 53,458 | 4,781,909 | ||||||||||||
| James P. Zallie |
54,434,715 | 715,400 | 55,021 | 4,781,909 | ||||||||||||
Each nominee elected to the Board of Directors at the 2021 annual meeting was elected for a term of one year and until his or her successor has been elected and qualified or until the director’s earlier death, resignation or removal.
Proposal 2
The holders of the outstanding shares of the Company’s common stock approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2020 proxy statement, based on the following numbers of votes:
| For | Against | Abstentions | Broker Non-Votes | |||
| 52,239,241 | 2,828,680 | 137,215 | 4,781,909 |
Proposal 3
The holders of the outstanding shares of the Company’s common stock ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2021, based on the following numbers of votes:
| For | Against | Abstentions | ||
| 58,736,869 | 1,209,783 | 40,393 |
There were no broker non-votes with respect to this proposal.
Proposal 4
The holders of the outstanding shares of the Company’s common stock approved an amendment to the Ingredion Incorporated Stock Incentive Plan to increase the number of shares of common stock issuable under the plan by 2,500,000 shares, based on the following numbers of votes:
| For | Against | Abstentions | Broker Non-Votes | |||
| 51,471,549 | 3,626,201 | 107,386 | 4,781,909 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Ingredion Incorporated Stock Incentive Plan, as amended and restated as of May 19, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 20, 2021 | Ingredion Incorporated | |||||
| By: | /s/ Janet M. Bawcom | |||||
| Janet M. Bawcom Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | ||||||