MGP Ingredients Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, 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): May 20, 2025
(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 ☐
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.
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of MGP Ingredients, Inc. (the “Company”) was held on May 20, 2025. At the Annual Meeting, the following matters were submitted to a vote of stockholders and the results of the vote were as follows:
1. Election of directors.
(i) The individuals listed below were elected by holders of the Company’s common stock to serve as Group A directors.
Director | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Thomas A. Gerke | 16,495,496 | 196,814 | 7,138 | 1,835,575 | ||||||||||
| Donn Lux | 16,262,169 | 432,284 | 4,995 | 1,835,575 | ||||||||||
| Kevin S. Rauckman | 14,541,758 | 2,150,510 | 7,180 | 1,835,575 | ||||||||||
| Todd B. Siwak | 16,490,839 | 200,431 | 8,178 | 1,835,575 | ||||||||||
(ii) The individuals listed below were elected by holders of the Company’s preferred stock to serve as Group B directors.
Director | For | Withheld | Broker Non-Votes | ||||||||
| Gerardo I. Lopez | 297 | 0 | 0 | ||||||||
| Jennifer Lowry* | 297 | 0 | 0 | ||||||||
| Lori L.S. Mingus | 297 | 0 | 0 | ||||||||
| Martin Roper | 297 | 0 | 0 | ||||||||
| Karen L. Seaberg | 297 | 0 | 0 | ||||||||
* Ms. Lowry was nominated by the holder of a majority of the Company's preferred stock at the Annual Meeting.
2. The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2025.
Class | For | Against | Abstain | Broker Non-Votes | ||||||||||
Common Stock | 18,354,151 | 176,314 | 4,558 | 0 | ||||||||||
Preferred Stock | 297 | 0 | 0 | 0 | ||||||||||
3. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
Class | For | Against | Abstain | Broker Non-Votes | ||||||||||
Common Stock | 16,484,173 | 171,186 | 44,089 | 1,835,575 | ||||||||||
Preferred Stock | 297 | 0 | 0 | 0 | ||||||||||
Item 7.01. Regulation FD Disclosure.
On May 27, 2025, the Company issued a press release announcing Board of Director leadership changes. A copy of this press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 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: May 27, 2025 | By: | /s/ Brandon M. Gall | ||||||
| Brandon M. Gall, Interim President and Chief Executive Officer; Chief Financial Officer | ||||||||