Ingredion (NYSE: INGR) adds Siobhán Talbot to board as Gregory Kenny retires

Rhea-AI Filing Summary

Ingredion Incorporated reported changes to its Board of Directors. Gregory B. Kenny, a director since 2005, decided to retire from the Board effective March 23, 2026, and stated his decision was not due to any disagreement with the Company.

On March 18, 2026, the Board elected Siobhán Talbot as a new director, with her term beginning April 1, 2026. The Board determined she qualifies as an independent director under New York Stock Exchange standards. She will receive the same cash and equity retainers as other non-management directors and will enter into the Company’s standard director indemnification agreement.

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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): March 18, 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)

Registrant’s telephone number, including area code: (708) 551-2600

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 20, 2026, Gregory B. Kenny informed Ingredion Incorporated (the “Company”) of his decision to retire from the Company’s Board of Directors (the “Board”), effective on March 23, 2026. Mr. Kenny has served as a director of the Company since 2005. He indicated that his decision to retire was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

(d) On March 18, 2026, the Company’s Board elected Siobhán Talbot to serve as a director of the Company, with a term beginning effective April 1, 2026.

The Board has determined that Ms. Talbot qualifies as an independent director under the corporate responsibility standards of the New York Stock Exchange (“NYSE”).

Ms. Talbot, age 62, is the former Group Managing Director and Chief Executive Officer and a former director of Glanbia plc, a Euronext Dublin and London-listed multinational nutrition company. She served in roles of increasing responsibility with that company over the course of 31 years, including most recently as Group Managing Director and Chief Executive Officer from November 2013 to December 2023. She currently serves as a director of CRH plc, a NYSE-listed multinational building materials and solutions provider, and is a member of its audit committee.

Consistent with the compensation payable to all non-management directors, Ms. Talbot will receive for her Board service initially and on a quarterly basis thereafter payments of an annual cash retainer and an annual equity retainer in the form of restricted stock units issued under the Company’s stock incentive plan. The non-management director compensation arrangements are described under the heading Director Compensation on pages 20 through 21 of the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on April 9, 2025. The Company will enter into its standard form of director indemnification agreement with Ms. Talbot.

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.

Date: March 23, 2026

Ingredion Incorporated

By:

/s/ Tanya M. Jaeger de Foras

Tanya M. Jaeger de Foras  Senior Vice President, Chief Legal Officer,  Corporate Secretary, and Chief Compliance Officer

FAQ

What board change did Ingredion (INGR) announce in this 8-K?

Ingredion announced that long‑serving director Gregory B. Kenny will retire from the Board effective March 23, 2026, and that the Board has elected Siobhán Talbot as a new director with a term beginning April 1, 2026.

Why is Gregory B. Kenny retiring from Ingredion (INGR)’s board?

Gregory B. Kenny informed Ingredion of his decision to retire from the Board, effective March 23, 2026. He indicated that his decision was not the result of any disagreement with the Company’s operations, policies, or practices, according to the disclosure.

Who is Siobhán Talbot, the new director at Ingredion (INGR)?

Siobhán Talbot is the former Group Managing Director and Chief Executive Officer of Glanbia plc, where she served in roles over 31 years. She also serves as a director of CRH plc and is a member of that company’s audit committee.

When does Siobhán Talbot’s term on Ingredion (INGR)’s board begin?

Ingredion’s Board elected Siobhán Talbot as a director on March 18, 2026, with her term beginning effective April 1, 2026. She will join as an independent director under New York Stock Exchange corporate responsibility standards.

Is Siobhán Talbot considered an independent director at Ingredion (INGR)?

Yes. Ingredion’s Board determined that Siobhán Talbot qualifies as an independent director under the corporate responsibility standards of the New York Stock Exchange, aligning her status with governance expectations for non-management board members.

How will Siobhán Talbot be compensated for serving on Ingredion (INGR)’s board?

Siobhán Talbot will receive the same compensation as other non‑management directors: an annual cash retainer and an annual equity retainer in restricted stock units under Ingredion’s stock incentive plan, paid initially and quarterly thereafter, as described in the company’s proxy statement.

Will Ingredion (INGR) provide indemnification to new director Siobhán Talbot?

Ingredion plans to enter into its standard form of director indemnification agreement with Siobhán Talbot. This agreement is intended to protect directors in connection with their board service, consistent with the protections provided to other members of the Board.

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
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