Ingredion Inc
For the period ended Apr 8, 2026. Filed Apr 8, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 8, 2026 · Filed Apr 8, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12
Ingredion Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
| May 20, 2026 | Virtual Annual Meeting Site: |
|---|---|
| 8:00 a.m., Central Daylight Time | www.virtualshareholdermeeting.com/INGR2026 |
Notice of 2026
Annual Meeting
and Proxy Statement
| INGREDION INCORPORATED | 2026 PROXY STATEMENT |
|---|
| Letter from our Chairman, President, and CEO | |||
| 5 Westbrook Corporate CenterWestchester, Illinois 60154 | April 8, 2026 | ||
|---|---|---|---|
| Dear Fellow Stockholders: | |||
| It is my pleasure to invite you to Ingredion Incorporated’s 2026 Annual Meeting of Stockholders on Wednesday, May 20, 2026, at 8:00 a.m., Central Daylight Time. The annual meeting will be conducted exclusively via the Internet and can be accessed by visiting www.virtualshareholdermeeting.com/INGR2026, where you will be able to listen to the virtual annual meeting live, submit questions, and vote online. | |||
| In February 2026, our board of directors elected me to serve as Chairman of the Board in addition to my roles as Ingredion’s President and Chief Executive Officer. I am honored by the board’s confidence and grateful for the opportunity to serve as Chairman. Ingredion has a strong foundation, a talented global team, and a clear strategy focused on becoming the go-to provider of Texture & Healthful Solutions that make healthy taste better. I look forward to continuing to work closely with the board as we execute our growth agenda and advance our purpose of bringing the potential of people, nature, and technology together to make life better. I look forward to working closely with Victoria J. Reich, who was elected to serve as the Company’s new, independent Lead Director at the same time I was elected as Chairman of the Board. | |||
| Your vote is important, whether or not you plan to attend the annual meeting, and we encourage you to vote promptly. You may submit your proxy or voting instructions via the Internet or via a toll-free telephone number. Alternatively, if you received a paper copy of the proxy card by mail, you may sign, date, and mail the proxy card in the envelope provided. Instructions regarding all three methods of submitting your proxy or voting instructions are contained in the accompanying proxy statement and the proxy card. If you hold your shares through a bank, broker, or other holder of record, you should submit your voting instructions in accordance with your voting instruction form or notice provided by the holder of record. | |||
| I look forward to sharing more about Ingredion with you at our annual meeting. In addition to the business to be transacted as described in the accompanying Notice of Annual Meeting of Stockholders, I will discuss Ingredion’s recent business performance and we will conduct a question-and-answer period, as further described in the proxy statement. | |||
| On behalf of our board, I thank you for your participation, investment, and continued interest in Ingredion. | |||
| Sincerely, | |||
| James P. ZallieChairman of the Board, President, and Chief Executive Officer | |||
| INGREDION INCORPORATED | 2026 PROXY STATEMENT |
|---|
Ingredion Incorporated5 Westbrook Corporate CenterWestchester, IL 60154
NOTICE OF ANNUAL MEETING
We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Ingredion Incorporated (the “Company”) to
be held on Wednesday, May 20, 2026, at 8:00 a.m., Central Daylight Time, and conducted exclusively via the Internet. The
meeting may be accessed by visitingwww.virtualshareholdermeeting.com/INGR2026, where you will be able to listen to the
virtual annual meeting live, submit questions, and vote online.
The annual meeting will be held for the following purposes:
to elect to the Company’s Board of Directors the 11 nominees who are named in the accompanying proxy statement,
each to serve for a term of one year,
to approve, by advisory vote, the compensation of the Company’s named executive officers, as described in the
accompanying proxy statement,
to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2026, and
to transact other business, if any, that is properly brought before the meeting or any adjournment or postponement
thereof.
Only stockholders who owned Ingredion common stock as of the close of business on March 23, 2026, which is the record date
for the annual meeting, will be entitled to participate in the meeting and at any adjournment or postponement thereof.
This proxy statement, our annual report to stockholders, and the proxy are first being made available to stockholders on or
about April 8, 2026.
Your vote is important. Please ensure that your vote will be counted by submitting your proxy or voting instructions via the
Internet or by using the toll-free telephone number, as described in the accompanying materials. Alternatively, if you
received a copy of the proxy card by mail, you may sign, date, and mail the proxy card in the envelope provided. If you hold
your shares through a bank, broker, or other holder of record, you should submit your voting instructions in accordance with
your voting instruction form or notice provided by the holder of record.
By order of the Board of Directors,
Tanya Jaeger de Foras
Senior Vice President, Chief Legal Officer,
Corporate Secretary, and Chief Compliance Officer
April 8, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETINGTO BE HELD ON WEDNESDAY, MAY 20, 2026The Notice of Annual Meeting of Stockholders, Proxy Statement, and 2025 Annual Report to Stockholders are available at www.proxyvote.com.
| INGREDION INCORPORATED | 2026 PROXY STATEMENT |
|---|
ATTENDING THE 2026 ANNUAL MEETING VIA
THE INTERNET
The annual meeting of Ingredion Incorporated (“Ingredion”) will be conducted exclusively via the Internet without an option to
attend in person. You will be able to access the meeting atwww.virtualshareholdermeeting.com/INGR2026 using a 16-digit
control number.
If you received a notice of availability of proxy materials in the mail, your 16-digit control number was included as part of
your notice.
If your Ingredion shares are registered in your name and you received an e-mail with instructions containing a link to the
website where those materials are available and a link to the proxy voting website, your 16-digit control number was
included as part of your e-mail notification.
If your Ingredion shares are registered in your name and you received proxy materials by mail, your 16-digit control
number was included as part of your proxy card.
If your Ingredion shares are held by a bank, broker, or other holder of record, your 16-digit control number was included
as part of the voting instruction form provided by your bank, broker, or other holder of record. If you did not receive a
voting instruction form with this control number, please contact your holder of record.
We encourage you to access the virtual annual meeting before the start time of 8:00 a.m., Central Daylight Time, on
Wednesday, May 20, 2026. Please allow ample time for online check-in, which will begin at 7:45 a.m., Central Daylight Time, on
May 20, 2026. If you encounter any difficulties accessing the virtual annual meeting during the check-in or meeting time, please
call the technical support number that will be posted on the virtual annual meeting login page.
If you do not have a 16-digit control number, you may still attend the virtual annual meeting as a guest in listen-only mode. To
attend as a guest, please visitwww.virtualshareholdermeeting.com/INGR2026 and enter the information requested on the
screen to register as a guest. Please note that you will not have the ability to vote or ask questions during the annual meeting if
you attend as a guest.
You may submit a question in advance of the annual meeting atwww.proxyvote.com after logging in with the 16-digit control
number provided on your proxy card, voting instruction form, or notice of availability of proxy materials. In addition, you may
ask a question during the annual meeting if you have logged in to the annual meeting website with your 16-digit control
number. There is a limit of two questions per stockholder. Each question should be succinct and cover only a single topic.
Shortly after the annual meeting, we will post the questions submitted in accordance with the meeting rules of conduct and
procedures and the associated answers on our Investor Relations website, https://ir.ingredionincorporated.com/events-and-
presentations. Similar questions on the same topic may be answered as a group.
For additional information about the annual meeting, see “Questions and Answers About This Proxy Statement and Our 2026
Annual Meeting.”
| INGREDION INCORPORATED | 2026 PROXY STATEMENT |
|---|
VOTING ROADMAP
| Proposal | 1Election of Directors | Our Board recommends a vote FOR each director nominee | ||
|---|---|---|---|---|
| The Board of Directors and the Corporate Governance and Nominating Committee believe that the 11 director nominees possess the necessary qualifications and experience to effectively oversee our management and business and promote the long-term interests of our stockholders. | See page 1 for further information | |||
| Proposal | 2Advisory Vote on Compensation of Our Named Executive Officers | Our Board recommends a vote FOR this proposal | ||
| The Company seeks a non-binding advisory vote to approve the compensation of our named executive officers as described in the Compensation Discussion and Analysis section of this proxy statement beginning on page 26 and the compensation tables and related narrative disclosures beginning on page 47. | See page 67 for further information | |||
| Proposal | 3Ratification of Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm | Our Board recommends a vote FOR this proposal | ||
| The Board of Directors and the Audit Committee believe that the retention of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s appointment of KPMG LLP. | See page 71 for further information | |||
QUESTIONS AND ANSWERS: Please see “Questions and Answers About This Proxy Statement and Our 2026 Annual
Meeting” beginning on page 73 for important information about the proxy materials, voting, the 2026 Annual Meeting of
Stockholders, and the deadlines to submit stockholder proposals and director nominees for the 2027 Annual Meeting of
Stockholders.
| INGREDION INCORPORATED | 2026 PROXY STATEMENT | i |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.