Date of Report (Date of earliest event reported): May 20, 2026
INGREDION INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
1-13397
22-3514823
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
5 Westbrook Corporate Center,Westchester,Illinois
60154
(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:
☐
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(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
INGR
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
(a) On May 20, 2026, at the 2026 annual meeting of stockholders (the “2026 annual meeting”) of Ingredion Incorporated (the “Company”), the Company’s stockholders voted on three proposals, which are described in the proxy statement for the 2026 annual meeting filed with the Securities and Exchange Commission on April 8, 2026 (the “2026 proxy statement”).
(b) As of the record date for the 2026 annual meeting, an aggregate of 63,054,170 shares of the Company’s common stock were outstanding and entitled to vote at the meeting. Each share of common stock is entitled to one vote per share.
The final voting results with respect to each proposal voted upon at the 2026 annual meeting are set forth below.
Proposal 1
The holders of the outstanding shares of the Company’s common stock elected to the Company’s Board of Directors each of the 11 nominees specified in the 2026 proxy statement, based on the following numbers of votes:
Name
For
Against
Abstentions
Broker Non-Votes
David B. Fischer
50,157,380
898,987
45,694
4,324,470
Rhonda L. Jordan
49,822,955
1,235,206
43,900
4,324,470
Charles V. Magro
50,669,106
393,495
39,460
4,324,470
Victoria J. Reich
50,444,789
612,439
44,833
4,324,470
Catherine A. Suever
50,688,409
375,268
38,384
4,324,470
Siobhán Talbot
50,978,390
81,414
42,257
4,324,470
Stephan B. Tanda
50,354,358
707,659
40,044
4,324,470
Jorge A. Uribe
50,546,976
501,272
53,813
4,324,470
Patricia Verduin
50,756,426
298,700
46,935
4,324,470
Dwayne A. Wilson
50,319,404
734,121
48,536
4,324,470
James P. Zallie
46,747,131
4,306,123
48,807
4,324,470
Each nominee elected to the Board of Directors at the 2026 annual meeting was elected for a term of one year and until his or her successor has been elected and qualified or until the director’s earlier death, resignation, or removal.
Proposal 2
The holders of the outstanding shares of the Company’s common stock approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2026 proxy statement, based on the following numbers of votes:
For
Against
Abstentions
Broker Non-Votes
49,179,038
1,822,987
100,036
4,324,470
Proposal 3
The holders of the outstanding shares of the Company’s common stock ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, based on the following numbers of votes:
For
Against
Abstentions
53,356,566
2,030,814
39,151
There were no broker non-votes with respect to this proposal.
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.
