Ingredion Inc

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

Notice of 2025

Annual Meeting

and Proxy Statement

Ingredion Incorporated5 Westbrook Corporate CenterWestchester, IL 60154

NOTICE OF ANNUAL MEETING OF

STOCKHOLDERS

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Ingredion Incorporated (the “Company”) to

be held on Wednesday, May 21, 2025, at 8:00 a.m., Central Daylight Time, and conducted exclusively via the Internet. The

meeting may be accessed by visitingwww.virtualshareholdermeeting.com/INGR2025, 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 disclosed 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, 2025; 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 24, 2025, which is the record date for the annual meeting, will be

entitled to vote at the meeting and at any adjournment or postponement thereof.

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 prior to 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 notice of

availability of proxy materials, e-mail notification, proxy card or voting instruction form.

This proxy statement, our annual report to stockholders, and the proxy are first being made available to stockholders on or

about April 9, 2025.

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 should 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 9, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETINGTO BE HELD ON WEDNESDAY, MAY 21, 2025The Notice of Annual Meeting of Stockholders, Proxy Statement, and 2024 Annual Report to Stockholders are available at www.proxyvote.com.

Only stockholderswho owned Ingredion common stock as of the close of business on March 24, 2025, which is the record date

for the 2025 annual meeting, will be entitled to participate in the meeting.

ATTENDING THE 2025 ANNUAL MEETING VIA

THE INTERNET

The annual meeting of Ingredion Incorporated (“Ingredion”) 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/INGR2025 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 21, 2025. Please allow ample time for online check-in, which will begin at 7:45 a.m., Central Daylight Time, on

May 21, 2025. 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 log-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/INGR2025 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 participate as a guest.

For additional information about the annual meeting, see “Questions and Answers About this Proxy Statement and Our 2025

Annual Meeting.”

VOTING ROADMAP

QUESTIONS AND ANSWERS: Please see “Questions and Answers About this Proxy Statement and Our 2025 Annual

Meeting” beginning on page 73 for important information about the proxy materials, voting, the 2025 Annual Meeting of

Stockholders, and the deadlines to submit stockholder proposals and director nominees for the 2026 Annual Meeting of

Stockholders.