Ingredion Inc
For the period ended May 15, 2024. Filed Apr 3, 2024.
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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.
May 15, 2024 · Filed Apr 3, 2024
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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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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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 |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Notice of 2024 Annual Meeting and Proxy Statement
| May 15, 2024 | Virtual Annual Meeting Site: |
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| 9:00 a.m., Central Daylight Time | www.virtualshareholdermeeting.com/INGR2024 |
Letter from our President and CEO
| 5 Westbrook Corporate Center Westchester, Illinois 60154 | April 3, 2024 Dear Fellow Stockholders: It is my pleasure to invite you to Ingredion Incorporated’s 2024 Annual Meeting of Stockholders on Wednesday,May 15, 2024, at 9:00 a.m., Central Daylight Time. The annual meeting will be conducted exclusively via theInternet and can be accessed by visiting www.virtualshareholdermeeting.com/INGR2024, where you will be able tolisten to the virtual annual meeting live, submit questions, and vote online. This year’s stockholders Q&A session will include questions submitted both live at the virtual meeting and inadvance. You may submit a question in advance of the annual meeting at www.proxyvote.com after logging in withthe control number found next to the label for postal mail recipients or within the body of the e-mail sending youthe proxy statement. Shortly after the annual meeting, we will post the questions submitted in accordance withthe 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 beanswered as a group. As in previous years, we will furnish proxy materials to our stockholders primarily through the Internet. On April 3,2024, we mailed to most of our stockholders a Notice of Internet Availability of Proxy Materials. This noticecontains instructions on how to access our proxy statement and 2023 Annual Report to Stockholders and how tosubmit your proxy or voting instructions online. The proxy statement contains instructions on how you can requesta paper or e-mail copy of the proxy statement and annual report, if you received only a notice by mail, and howyou can elect to receive your proxy statement and annual report by e-mail, if you received them by mail.Stockholders who have previously elected delivery of our proxy materials electronically will receive an e-mail withinstructions on how to access these materials electronically. Stockholders who have previously elected to receive apaper copy of our proxy materials will receive a full paper set of these materials by mail. Your vote is important, whether or not you plan to attend the annual meeting, and we encourage you to votepromptly. You may submit your proxy or voting instructions on 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 inthe envelope provided. Instructions regarding all three methods of submitting your proxy or voting instructions arecontained in the accompanying proxy statement and the proxy card. If you hold your shares through a bank,broker, or other holder of record, you may submit your voting instructions in accordance with your votinginstruction form or notice provided by the record holder. Thank you for your support and continued interest in Ingredion. Sincerely, |
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James P. Zallie President and Chief Executive Officer
| INGREDION INCORPORATED | 2024 PROXY STATEMENT |
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Ingredion Incorporated 5 Westbrook Corporate Center Westchester, IL 60154
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Ingredion Incorporated (the “Company”) to be held on Wednesday, May 15, 2024, at 9:00 a.m., Central Daylight Time, and conducted exclusively via the Internet. The meeting may be accessed by visitingwww.virtualshareholdermeeting.com/INGR2024, 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 Board of Directors the 11 nominees who are named in the accompanying proxy statement, each to serve as directors for a term of one year; |
| • | to approve, by advisory vote, the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement; |
| • | to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024; |
| • | to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers; and |
| • | to transact other business, if any, that is properly brought before the meeting or any adjournment or postponement thereof. |
Only stockholders of record at the close of business on March 18, 2024, which is the record date for the annual meeting, will be entitled to vote at the meeting and at any adjournment or postponement of the meeting.
A list of the stockholders entitled to vote at the meeting will be open to examination by any stockholder for any purpose germane to the meeting for ten days before the meeting during ordinary business hours at the Company’s offices at 5 Westbrook Corporate Center, Westchester, Illinois 60154. In addition, the list will be available to any stockholder during the annual meeting on the meeting website set forth above using the 16-digit control number provided on your proxy card, voting instruction form, or notice of availability of the proxy materials.
The proxy statement, our annual report to stockholders, and the proxy are first being made available to stockholders on or about April 3, 2024.
Your vote is important. Please ensure that your vote will be counted by submitting your proxy or voting instructions on 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 may submit your voting instructions in accordance with your voting instruction form or notice provided by the record holder.
By order of the Board of Directors,
Tanya Jaeger de Foras
Senior Vice President, Chief Legal Officer,
Corporate Secretary, and Chief Compliance Officer
April 3, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING
TO BE HELD ON WEDNESDAY, MAY 15, 2024
The Notice and Proxy Statement and Annual Report to Stockholders are available atwww.proxyvote.com.
Only stockholders who owned Ingredion common stock as of the close of business on March 18, 2024, which is the record date for the 2024 annual meeting, will be entitled to attend the meeting.
ATTENDING THE 2024 ANNUAL MEETING VIA THE INTERNET
The annual meeting will be held exclusively via the Internet without an option to attend in person. You will be able to access the meeting atwww.virtualshareholdermeeting.com/INGR2024 using a 16-digit control number.
| • | If you received a notice of availability of the 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 9:00 a.m., Central Daylight Time, on Wednesday, May 15, 2024. Please allow ample time for online check-in, which will begin at 8:45 a.m., Central Daylight Time, on May 15, 2024. If you encounter any difficulties accessing the virtual annual meeting during thecheck-in or meeting time, please call the technical support number that will be posted on the virtual annual meetinglog-in 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/INGR2024 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 meeting if you participate as a guest.
For additional information about the annual meeting, see “Questions and Answers About this Proxy Statement and Our 2024 Annual Meeting.”
VOTING ROADMAP
| Proposal | 1 | Election of Directors | Our Board recommends a vote FOR each director nominee |
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| 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, business, and long-term interests of our stockholders. · See page 1 for further information | |||
| Proposal | 2 | Advisory 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 beginning on page 23 and the compensation tables and related narrative disclosures beginning on page 39. · See page 55 for further information | |||
| Proposal | 3 | Ratification 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, 2024 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 selection of KPMG LLP. · See page 58 for further information | |||
| Proposal | 4 | Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers | Our Board recommends a vote FOR this proposal |
| The Board of Directors and the Corporate Governance and Nominating Committee believe that providing for officer exculpation as permitted under Delaware law will assist it to attract and retain qualified and experienced officers. · See page 59 for further information | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.