UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 15, 2013

 

INGREDION INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

1-13397

 

22-3514823

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

5 Westbrook Corporate Center, Westchester, Illinois

 

60154-5749

(Address of Principal Executive Offices)

 

(Zip Code)

 

(708) 551-2600

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

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 15, 2013.  As of the record date of the meeting, 77,326,347 shares of common stock were issued and outstanding.

 

(b)                                 At the annual meeting, the following matters were submitted to a vote of security holders. The number of votes cast for, against, or withheld and the number of abstentions and broker non-votes as to each such matter 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 duly elected and shall have qualified or until his or her earlier death, removal or resignation with votes cast as follow:

 

Name

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

Richard J. Almeida

 

61,657,662

 

540,398

 

789,769

 

5,540,902

 

Luis Aranguren-Trellez

 

48,735,402

 

13,267,356

 

985,071

 

5,540,902

 

David B. Fischer

 

60,186,759

 

1,483,393

 

1,317,677

 

5,540,902

 

Ilene S. Gordon

 

60,931,499

 

198,614

 

1,857,716

 

5,540,902

 

Paul Hanrahan

 

61,488,236

 

242,428

 

1,257,165

 

5,540,902

 

Wayne M. Hewett

 

62,285,574

 

273,435

 

428,820

 

5,540,902

 

Gregory B. Kenny

 

60,006,388

 

1,626,130

 

1,355,311

 

5,540,902

 

Barbara A. Klein

 

62,781,642

 

109,773

 

96,414

 

5,540,902

 

James M. Ringler

 

51,624,854

 

2,638,619

 

8,724,356

 

5,540,902

 

Dwayne A. Wilson

 

61,348,969

 

411,677

 

1,227,183

 

5,540,902

 

 

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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 2013 annual meeting of stockholders were as follow:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

59,486,127

 

2,583,958

 

917,744

 

5,540,902

 

 

3.                                      Ratification of Appointment of Auditors

 

The votes cast on a proposal to ratify the appointment by the audit committee of the 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 2013, were as follow:

 

Votes For

 

Votes Against

 

Abstentions

 

67,107,020

 

1,355,403

 

66,308

 

 

(c)                                  Not applicable.

 

(d)                                 Not applicable.

 

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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.

 

 

INGREDION INCORPORATED

 

 

 

 

Date: May 16, 2013

By:

/s/ Cheryl K. Beebe

 

 

Cheryl K. Beebe

 

 

Executive Vice President and Chief Financial Officer

 

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