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    MGP Ingredients Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits

    5/27/25 4:07:08 PM ET
    $MGPI
    Beverages (Production/Distribution)
    Consumer Staples
    Get the next $MGPI alert in real time by email
    mgpi-20250520
    FALSE000083501100008350112025-05-202025-05-20

    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

    MGP Ingredients, Inc.
    (Exact name of registrant as specified in its charter)
    Kansas0-1719645-4082531
    (State or other jurisdiction
    of incorporation)
    (Commission
    File Number)
    (IRS Employer
    Identification No.)
    Cray Business Plaza
    100 Commercial Street
    Box 130
    Atchison, Kansas 66002
    (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):
    ☐ 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:
    Title of each classTrading SymbolName of each exchange on which registered
    Common Stock, no par valueMGPINASDAQ Global Select Market
     
    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. Gerke16,495,496196,8147,1381,835,575
    Donn Lux16,262,169432,2844,9951,835,575
    Kevin S. Rauckman14,541,7582,150,5107,1801,835,575
    Todd B. Siwak16,490,839200,4318,1781,835,575

    (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. Lopez297
    0
    0
    Jennifer Lowry*297
    0
    0
    Lori L.S. Mingus2970
    0
    Martin Roper297
    0
    0
    Karen L. Seaberg297
    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
    18,354,151176,3144,5580
    Preferred Stock
    297000

    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
    16,484,173171,18644,0891,835,575
    Preferred Stock
    297000

    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 NumberDescription
    99.1
    Press release dated May 27, 2025
    104The 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






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