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): March 11, 2025
(Exact name of registrant as specified in its charter)
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(913 ) 367-1480
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Not Applicable
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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 March 11, 2025, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors of MGP Ingredients, Inc. (the “Company”) approved a new design for the Company’s annual long-term incentive (“LTI”) program following a review of peer group LTI compensation practices prepared by the Committee’s independent compensation consultant.
As a result of the Committee’s review, commencing in 2025, the Company will grant annual LTI awards in the form of performance stock units (“PSUs”) with forward-looking financial performance goals and time-vested restricted stock units (“RSUs”) to incentivize future service to and performance with the Company.
In connection with this new LTI program design, the Committee approved an updated form of Restricted Stock Unit Agreement (the “RSU Award Agreement”), which is consistent with the Company’s current form of RSU award agreement except that the retirement vesting provision was modified. The Committee also approved a form of Performance Stock Unit Award Agreement (the “PSU Award Agreement”). Under the PSU Award Agreement, PSUs vest based on achievement of performance goals during a performance period. Vesting of the PSUs will accelerate in the event of death, disability, or a termination without cause or for good reason within 18 months following a change in control, and the PSUs are subject to continued vesting in the event of retirement at least one year after the grant date.
The foregoing descriptions of the RSU Award Agreement and PSU Award Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the RSU Award Agreement and PSU Award Agreement, which are filed as Exhibit 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 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: March 13, 2025 | By: | /s/ Brandon M. Gall | ||||||
| Brandon M. Gall, Interim President and Chief Executive Officer; Vice President, Finance and Chief Financial Officer | ||||||||