MGP Ingredients Inc.

05/27/2022 | Press release | Distributed by Public on 05/27/2022 12:10

Submission of Matters to a Vote of Security Holders - Form 8-K

mgpi-20220526

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 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 26, 2022

MGP Ingredients, Inc.
(Exact name of registrant as specified in its charter)
Kansas 0-17196 45-4082531
(State or other jurisdiction
of incorporation) 		(Commission
File Number) 		(IRS Employer
Identification No.)
Cray Business Plaza
100 Commercial Street
Box 130
Atchison, Kansas66002
(Address of principal executive offices) (Zip Code)

(913) 367-1480
(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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, no par value MGPI NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



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

The 2022 Annual Meeting of Stockholders of the Company (the "Annual Meeting") was held on May 26, 2022. At the Annual Meeting, the holders of 20,163,955 shares of the Company's Common Stock were represented in person or by proxy and 315 shares of the Company's Preferred Stock were represented in person or by proxy, constituting a quorum. The following matters were submitted to a vote of stockholders and the results of the vote were as follows:

1. Elect nine (9) directors.

(i) Group A directors by the holders of Common Stock
Director
For
Against
Abstentions
Broker Non-Votes
Thomas A. Gerke 18,613,821 64,373 6,715 1,479,046
Donn Lux 18,617,443 61,015 6,451 1,479,046
Kevin S. Rauckman 18,621,991 56,454 6,464 1,479,046
Todd B. Siwak 18,630,816 47,244 6,849 1,479,046

(ii) Group B directors by the holders of Preferred Stock
Director
For
Withheld
Broker Non-Votes
David J. Colo 315
0
0
Neha J. Clark 315
0
0
Preet H. Michelson 315
0
0
Lori L.S. Mingus 315
0
0
Karen L. Seaberg 315
0
0


2. Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm.
Class
For
Against
Abstentions
Broker Non-Votes
Common Stock
16,374,294 107,288 3,682,373 0
Preferred Stock
315 0 0 0

3. Adopt an advisory resolution to approve the compensation of the Company's named executive officers.
Class
For
Against
Abstentions
Broker Non-Votes
Common Stock
18,477,280 196,220 11,409 1,479,046
Preferred Stock
315 0 0 0







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.


MGP INGREDIENTS, INC.
Date: May 27, 2022
By: /s/ Brandon M. Gall
Brandon M. Gall, Vice President, Finance and Chief Financial Officer