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TMCNet:  INGREDION INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

[May 27, 2014]

INGREDION INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (e) Amendments to Stock Incentive Plan.


On May 21, 2014 the stockholders of Ingredion Incorporated (the "Company") approved amendments to the Ingredion Incorporated Stock Incentive Plan (the "Stock Incentive Plan") to increase by 4,300,000 the number of shares authorized for issuance under the Stock Incentive Plan, to clarify that, in accordance with the Company's practice, shares that are used to pay the exercise price of a nonqualified stock option or an incentive stock option will not be reissued under the Stock Incentive Plan whether tendered by a participant in the Stock Incentive Plan or withheld by the Company, and to extend the termination date of the Stock Incentive Plan from May 1, 2020 to May 1, 2024.

The Stock Incentive Plan as amended is Exhibit 10.1 hereto and incorporated herein by reference and the description of the amendments to the Plan is qualified in its entirety by reference thereto.

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 21, 2014.

As of the record date of the meeting, 74,514,968 shares of common stock were issued and outstanding.

(b) At the annual meeting, the Company's stockholders (i) elected all of the Company's nominees for election as director, (ii) approved the compensation of our named executive officers, (iii) approved amendments to the Stock Incentive Plan to increase by 4,300,000 the number of shares authorized for issuance under the Stock Incentive Plan, to clarify that, in accordance with the Company's practice, shares that are used to pay the exercise price of a nonqualified stock option or an incentive stock option will not be reissued under the Stock Incentive Plan whether tendered by a participant in the Stock Incentive Plan or withheld by the Company, and to extend the termination date of the Stock Incentive Plan from May 1, 2020 to May 1, 2024 and approved the Stock Incentive Plan as so amended and the performance measures set forth in the Stock Incentive Plan, and (iv) ratified the appointment by the Audit Committee of the Company's 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 2014. The number of votes cast for, against, or withheld and the number of abstentions and broker non-votes as to each matter submitted to a vote of security holders 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 elected and qualified or until his or her earlier death, resignation or removal with votes cast as follow: Name Votes For Votes Against Abstentions Broker Non-VotesLuis Aranguren-Trellez 59,942,620 1,347,849 114,604 6,251,027 David B. Fischer 59,399,494 1,891,826 113,753 6,251,027 Ilene S. Gordon 59,031,790 2,264,206 109,077 6,251,027 Paul Hanrahan 60,621,648 671,656 111,769 6,251,027 Wayne M. Hewett 60,562,619 728,757 113,697 6,251,027 Rhonda L. Jordan 60,645,173 648,049 111,851 6,251,027 Gregory B. Kenny 58,878,334 2,412,653 114,086 6,251,027 Barbara A. Klein 61,161,295 130,417 113,361 6,251,027 Victoria J. Reich 60,691,805 599,936 113,332 6,251,027 Dwayne A. Wilson 60,508,601 782,051 114,421 6,251,027 2 -------------------------------------------------------------------------------- 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 2014 annual meeting of stockholders were as follow: Votes For Votes Against Abstentions Broker Non-Votes 57,768,449 2,820,072 816,552 6,251,027 3. Stock Incentive Plan The votes cast on a proposal to amend and approve the Stock Incentive Plan were as follow: Votes For Votes Against Abstentions Broker Non-Votes 53,514,192 7,668,521 222,360 6,251,027 4. Ratification of Appointment of Auditors The votes cast on a proposal to ratify the appointment by the Audit Committee of the Company's 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 2014, were as follow: Votes For Votes Against Abstentions 66,823,900 714,897 117,303 There were no other matters submitted to a vote of security holders at the Company's annual meeting.

(c) Not applicable.

(d) Not applicable.

Item 8.01 Other Events.

On May 21, 2014, the independent directors of the Company appointed Paul Hanrahan, an independent director of the Company, to the position of Lead Director of the Board of Directors of the Company, to serve as Lead Director for a term of one year and until his successor has been elected and qualified or until his earlier death, resignation, retirement, removal or disqualification.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits 10.1 Ingredion Incorporated Stock Incentive Plan. Incorporated by reference from Appendix B to the Company's Proxy Statement for its 2014 Annual Meeting of Stockholders filed on April 8, 2014, File No. 1-13397.

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