MGP Ingredients Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$MGPI
Beverages (Production/Distribution)
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 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): September 26, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(913 ) 367-1480
(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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 26, 2024, the Board of Directors (the “Board”) of MGP Ingredients, Inc. (the “Company”) approved the further amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.
Among other things, the Amended and Restated Bylaws:
•address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934 (the “Universal Proxy Rules”) by requiring stockholders intending to use the Universal Proxy Rules to, among other things, provide evidence of compliance with Rule 14a-19 to the Company;
•permit holders of the Company’s preferred stock to act by majority written consent in lieu of requiring unanimous written consent;
•remove a provision that had required that all proxies, ballots, and vote tabulations identifying the particular vote of a stockholder be kept confidential from the Board and the Company’s officers and employees, except in certain circumstances;
•provide the Board customary authority to fill a vacancy on the Board until the next annual meeting of stockholders, in lieu of requiring stockholders to fill any such vacancy;
•conform to the current provisions of the Kansas Statutes governing corporations, including changes that acknowledge use of electronic communications; and
•make other various updates, including ministerial, procedural, clarifying, and conforming changes.
The Amended and Restated Bylaws are filed as Exhibit 3.2 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 3.2 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline Extensible Business Reporting Language) | |||||||
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.
MGP INGREDIENTS, INC.
Date: September 30, 2024 | By: | /s/ Brandon M. Gall | ||||||
| Brandon M. Gall, Vice President, Finance and Chief Financial Officer | ||||||||