Ingredion Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$INGR
Packaged Foods
Consumer Staples
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
Date of Report (Date of earliest event reported): May 21, 2025
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (708 ) 551-2600
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:
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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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 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On May 21, 2025, at the 2025 annual meeting of stockholders (the “2025 annual meeting”) of Ingredion Incorporated (the “Company”), the Company’s stockholders voted on three proposals, which are described in the proxy statement for the 2025 annual meeting filed with the Securities and Exchange Commission on April 9, 2025 (the “2025 proxy statement”).
(b) As of the record date for the 2025 annual meeting, an aggregate of 64,299,712 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 2025 annual meeting are set forth below.
Proposal 1
The holders of the outstanding shares of the Company’s common stock elected to the Company’s Board of Directors each of the 11 nominees specified in the 2025 proxy statement, based on the following numbers of votes:
| Name | For | Against | Abstentions | Broker Non-Votes | ||||||||||
| David B. Fisher | 52,132,151 | 1,438,379 | 272,157 | 3,796,591 | ||||||||||
| Rhonda L. Jordan | 51,379,768 | 2,188,485 | 274,434 | 3,796,591 | ||||||||||
| Gregory B. Kenny | 51,066,577 | 1,795,784 | 980,326 | 3,796,591 | ||||||||||
| Charles V. Margo | 52,726,929 | 841,620 | 274,138 | 3,796,591 | ||||||||||
| Victoria J. Reich | 52,278,773 | 1,288,595 | 275,319 | 3,796,591 | ||||||||||
| Catherine A. Suever | 52,816,774 | 757,965 | 267,948 | 3,796,591 | ||||||||||
| Stephan B. Tanda | 52,597,415 | 968,885 | 276,387 | 3,796,591 | ||||||||||
| Jorge A. Uribe | 52,533,292 | 977,433 | 331,962 | 3,796,591 | ||||||||||
| Patricia Verduin | 52,603,641 | 950,229 | 288,817 | 3,796,591 | ||||||||||
| Dwayne A. Wilson | 51,040,745 | 2,528,221 | 273,721 | 3,796,591 | ||||||||||
| James P. Zallie | 52,331,078 | 1,240,347 | 271,262 | 3,796,591 | ||||||||||
Each nominee elected to the Board of Directors at the 2025 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 2025 proxy statement, based on the following numbers of votes:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 50,840,164 | 2,679,283 | 323,240 | 3,796,591 | |||||||||||||||||
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 fiscal year ending December 31, 2025, based on the following numbers of votes:
| For | Against | Abstentions | ||||||||||||
| 54,612,654 | 2,963,844 | 62,780 | ||||||||||||
There were no broker non-votes with respect to this proposal.
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 23, 2025 | Ingredion Incorporated | ||||||||||||||||||||||||||||
| By: | /s/ Tanya M. Jaeger de Foras | ||||||||||||||||||||||||||||
Tanya M. Jaeger de Foras Senior Vice President, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer | |||||||||||||||||||||||||||||