Current Report Filing (8-k)

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 23, 2019

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, Kansas 66002

(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)

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 2019 Annual Meeting of Stockholders of the Company (the "Annual Meeting") was held on May 23, 2019, in Atchison, Kansas. At the Annual Meeting, the holders of 16,375,525 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 eight (8) directors.

(i) Group A directors by the holders of Common Stock



Director	For	Against	Abstentions	Broker Non-Votes
James L. Bareuther	13,717,484	1,014,882	929	1,642,230
Terrence P. Dunn	13,032,519	1,698,997	1,779	1,642,230
Anthony P. Foglio	13,717,990	1,014,377	928	1,642,230
David J. Colo	13,717,459	1,014,907	929	1,642,203

(ii) Group B directors by the holders of Preferred Stock



Director	For	Withheld	Broker Non-Votes
Augustus C. Griffin	297	18	0
George W. Page, Jr.	297	18	0
Karen L. Seaberg	297	18	0
M. Jeannine Strandjord	297	18	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	16,261,713	112,569	1,243	0
Preferred Stock	297	18	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	14,620,780	94,763	17,752	1,642,230
Preferred Stock	297	18	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 29, 2019 By: /s/ Thomas J. Lynn

Thomas J. Lynn, Vice President, General Counsel and Corporate Secretary

MGP Ingredients (NASDAQ:MGPI)
Historical Stock Chart
From Mar 2024 to Apr 2024