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INGR > SEC Filings for INGR > Form 8-K on 27-May-2014All Recent SEC Filings

Show all filings for INGREDION INC

Form 8-K for INGREDION INC


27-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of Secur


Item 5.02 Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Amendments to Stock Incentive Plan.

On May 21, 2014 the stockholders of Ingredion Incorporated (the "Company") approved amendments to the Ingredion Incorporated Stock Incentive Plan (the "Stock Incentive Plan") to increase by 4,300,000 the number of shares authorized for issuance under the Stock Incentive Plan, to clarify that, in accordance with the Company's practice, shares that are used to pay the exercise price of a nonqualified stock option or an incentive stock option will not be reissued under the Stock Incentive Plan whether tendered by a participant in the Stock Incentive Plan or withheld by the Company, and to extend the termination date of the Stock Incentive Plan from May 1, 2020 to May 1, 2024.

The Stock Incentive Plan as amended is Exhibit 10.1 hereto and incorporated herein by reference and the description of the amendments to the Plan is qualified in its entirety by reference thereto.



Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The annual meeting of the Company's stockholders was held on May 21, 2014. As of the record date of the meeting, 74,514,968 shares of common stock were issued and outstanding.

(b) At the annual meeting, the Company's stockholders (i) elected all of the Company's nominees for election as director, (ii) approved the compensation of our named executive officers, (iii) approved amendments to the Stock Incentive Plan to increase by 4,300,000 the number of shares authorized for issuance under the Stock Incentive Plan, to clarify that, in accordance with the Company's practice, shares that are used to pay the exercise price of a nonqualified stock option or an incentive stock option will not be reissued under the Stock Incentive Plan whether tendered by a participant in the Stock Incentive Plan or withheld by the Company, and to extend the termination date of the Stock Incentive Plan from May 1, 2020 to May 1, 2024 and approved the Stock Incentive Plan as so amended and the performance measures set forth in the Stock Incentive Plan, and (iv) ratified the appointment by the Audit Committee of the Company's Board of Directors of the firm of KPMG LLP as the independent registered public accounting firm of the Company and its subsidiaries, in respect of the Company's operations in 2014. The number of votes cast for, against, or withheld and the number of abstentions and broker non-votes as to each matter submitted to a vote of security holders were as follow:

1. Election of Directors

The following nominees were elected to serve as directors of the Company each for a term of one year and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal with votes cast as follow:

Name                               Votes For         Votes Against        Abstentions        Broker Non-Votes
Luis Aranguren-Trellez              59,942,620            1,347,849            114,604               6,251,027
David B. Fischer                    59,399,494            1,891,826            113,753               6,251,027
Ilene S. Gordon                     59,031,790            2,264,206            109,077               6,251,027
Paul Hanrahan                       60,621,648              671,656            111,769               6,251,027
Wayne M. Hewett                     60,562,619              728,757            113,697               6,251,027
Rhonda L. Jordan                    60,645,173              648,049            111,851               6,251,027
Gregory B. Kenny                    58,878,334            2,412,653            114,086               6,251,027
Barbara A. Klein                    61,161,295              130,417            113,361               6,251,027
Victoria J. Reich                   60,691,805              599,936            113,332               6,251,027
Dwayne A. Wilson                    60,508,601              782,051            114,421               6,251,027



2. Advisory Vote on Compensation of Named Executive Officers

The votes cast on a proposal to approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosures in the proxy statement for the Company's 2014 annual meeting of stockholders were as follow:

Votes For Votes Against Abstentions Broker Non-Votes 57,768,449 2,820,072 816,552 6,251,027

3. Stock Incentive Plan

The votes cast on a proposal to amend and approve the Stock Incentive Plan were as follow:

Votes For Votes Against Abstentions Broker Non-Votes 53,514,192 7,668,521 222,360 6,251,027

4. Ratification of Appointment of Auditors

The votes cast on a proposal to ratify the appointment by the Audit Committee of the Company's Board of Directors of the firm of KPMG LLP as the independent registered public accounting firm of the Company and its subsidiaries, in respect of the Company's operations in 2014, were as follow:

Votes For Votes Against Abstentions 66,823,900 714,897 117,303

There were no other matters submitted to a vote of security holders at the Company's annual meeting.

(c) Not applicable.

(d) Not applicable.



Item 8.01 Other Events.

On May 21, 2014, the independent directors of the Company appointed Paul Hanrahan, an independent director of the Company, to the position of Lead Director of the Board of Directors of the Company, to serve as Lead Director for a term of one year and until his successor has been elected and qualified or until his earlier death, resignation, retirement, removal or disqualification.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1    Ingredion Incorporated Stock Incentive Plan. Incorporated by reference
        from Appendix B to the Company's Proxy Statement for its 2014 Annual
        Meeting of Stockholders filed on April 8, 2014, File No. 1-13397.


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