8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 21, 2014

 

 

INGREDION INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-13397   22-3514823
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

5 Westbrook Corporate Center, Westchester, Illinois   60154-5749
(Address of Principal Executive Offices)   (Zip Code)

(708) 551-2600

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02 Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Amendments to Stock Incentive Plan.

On May 21, 2014 the stockholders of Ingredion Incorporated (the “Company”) approved amendments to the Ingredion Incorporated Stock Incentive Plan (the “Stock Incentive Plan”) to increase by 4,300,000 the number of shares authorized for issuance under the Stock Incentive Plan, to clarify that, in accordance with the Company’s practice, shares that are used to pay the exercise price of a nonqualified stock option or an incentive stock option will not be reissued under the Stock Incentive Plan whether tendered by a participant in the Stock Incentive Plan or withheld by the Company, and to extend the termination date of the Stock Incentive Plan from May 1, 2020 to May 1, 2024.

The Stock Incentive Plan as amended is Exhibit 10.1 hereto and incorporated herein by reference and the description of the amendments to the Plan is qualified in its entirety by reference thereto.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The annual meeting of the Company’s stockholders was held on May 21, 2014. As of the record date of the meeting, 74,514,968 shares of common stock were issued and outstanding.

(b) At the annual meeting, the Company’s stockholders (i) elected all of the Company’s nominees for election as director, (ii) approved the compensation of our named executive officers, (iii) approved amendments to the Stock Incentive Plan to increase by 4,300,000 the number of shares authorized for issuance under the Stock Incentive Plan, to clarify that, in accordance with the Company’s practice, shares that are used to pay the exercise price of a nonqualified stock option or an incentive stock option will not be reissued under the Stock Incentive Plan whether tendered by a participant in the Stock Incentive Plan or withheld by the Company, and to extend the termination date of the Stock Incentive Plan from May 1, 2020 to May 1, 2024 and approved the Stock Incentive Plan as so amended and the performance measures set forth in the Stock Incentive Plan, and (iv) ratified the appointment by the Audit Committee of the Company’s Board of Directors of the firm of KPMG LLP as the independent registered public accounting firm of the Company and its subsidiaries, in respect of the Company’s operations in 2014. The number of votes cast for, against, or withheld and the number of abstentions and broker non-votes as to each matter submitted to a vote of security holders were as follow:

 

1. Election of Directors

The following nominees were elected to serve as directors of the Company each for a term of one year and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal with votes cast as follow:

 

Name

    Votes For      Votes Against      Abstentions      Broker Non-Votes  

Luis Aranguren-Trellez

      59,942,620         1,347,849         114,604         6,251,027   

David B. Fischer

      59,399,494         1,891,826         113,753         6,251,027   

Ilene S. Gordon

      59,031,790         2,264,206         109,077         6,251,027   

Paul Hanrahan

      60,621,648         671,656         111,769         6,251,027   

Wayne M. Hewett

      60,562,619         728,757         113,697         6,251,027   

Rhonda L. Jordan

      60,645,173         648,049         111,851         6,251,027   

Gregory B. Kenny

      58,878,334         2,412,653         114,086         6,251,027   

Barbara A. Klein

      61,161,295         130,417         113,361         6,251,027   

Victoria J. Reich

      60,691,805         599,936         113,332         6,251,027   

Dwayne A. Wilson

      60,508,601         782,051         114,421         6,251,027   

 

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2. Advisory Vote on Compensation of Named Executive Officers

The votes cast on a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosures in the proxy statement for the Company’s 2014 annual meeting of stockholders were as follow:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

57,768,449

   2,820,072   816,552   6,251,027

 

3. Stock Incentive Plan

The votes cast on a proposal to amend and approve the Stock Incentive Plan were as follow:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

53,514,192

   7,668,521   222,360   6,251,027

 

4. Ratification of Appointment of Auditors

The votes cast on a proposal to ratify the appointment by the Audit Committee of the Company’s Board of Directors of the firm of KPMG LLP as the independent registered public accounting firm of the Company and its subsidiaries, in respect of the Company’s operations in 2014, were as follow:

 

Votes For

  

Votes Against

  

Abstentions

66,823,900

   714,897   117,303

There were no other matters submitted to a vote of security holders at the Company’s annual meeting.

 

  (c) Not applicable.

 

  (d) Not applicable.

Item 8.01 Other Events.

On May 21, 2014, the independent directors of the Company appointed Paul Hanrahan, an independent director of the Company, to the position of Lead Director of the Board of Directors of the Company, to serve as Lead Director for a term of one year and until his successor has been elected and qualified or until his earlier death, resignation, retirement, removal or disqualification.

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

10.1    Ingredion Incorporated Stock Incentive Plan. Incorporated by reference from Appendix B to the Company’s Proxy Statement for its 2014 Annual Meeting of Stockholders filed on April 8, 2014, File No. 1-13397.

 

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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.

 

    INGREDION INCORPORATED
Date: May 27, 2014     By:  

/s/ Jack C. Fortnum

      Jack C. Fortnum
      Executive Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

   

Exhibit

10.1    Ingredion Incorporated Stock Incentive Plan. Incorporated by reference from Appendix B to the Company’s Proxy Statement for its 2014 Annual Meeting of Stockholders filed on April 8, 2014, File No. 1-13397.

 

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