Ingredion (NYSE: INGR) holders elect 11 directors and ratify KPMG at 2026 meeting

Rhea-AI Filing Summary

Ingredion Incorporated reported the voting results from its 2026 annual meeting of stockholders. Holders of common stock elected all 11 director nominees to the Board of Directors for one-year terms. Stockholders also approved, on an advisory basis, executive compensation and ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 63,054,170 shares Highest director votes for: 50,978,390 votes CEO director votes for: 46,747,131 votes +3 more

6 metrics

Shares entitled to vote 63,054,170 shares Common stock outstanding and entitled to vote as of record date for 2026 annual meeting

Highest director votes for 50,978,390 votes For votes for director nominee Siobhán Talbot at 2026 annual meeting

CEO director votes for 46,747,131 votes For votes for director nominee James P. Zallie at 2026 annual meeting

Say-on-pay for votes 49,179,038 votes Advisory approval of named executive officer compensation at 2026 annual meeting

Auditor ratification for votes 53,356,566 votes Ratification of KPMG LLP as independent registered public accounting firm for fiscal 2026

Auditor ratification against votes 2,030,814 votes Votes against ratifying KPMG LLP for fiscal year ending December 31, 2026

Key Terms

broker non-votes, independent registered public accounting firm, advisory basis, named executive officers, +1 more

5 terms

broker non-votes financial

"There were no broker non-votes with respect to this proposal."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"approved, on an advisory basis, the compensation of the Company’s named executive officers"

named executive officers financial

"the compensation of the Company’s named executive officers as disclosed in the 2026 proxy statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

annual meeting of stockholders financial

"at the 2026 annual meeting of stockholders (the “2026 annual meeting”) of Ingredion Incorporated"

Understanding 8-K Material Events →

0001046257FALSE00010462572026-05-202026-05-20

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 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.

Date: May 21, 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 was the record date share count for Ingredion (INGR)'s 2026 annual meeting?

Ingredion had 63,054,170 shares of common stock outstanding and entitled to vote as of the record date. Each share carried one vote, forming the basis for all director elections and other proposals considered at the 2026 annual meeting.

How many directors were elected at Ingredion (INGR)'s 2026 annual meeting?

Stockholders elected 11 director nominees to Ingredion’s Board at the 2026 annual meeting. Each nominee was elected to serve a one-year term, continuing until a successor is elected and qualified or earlier death, resignation, or removal, as stated in the meeting results.

Did Ingredion (INGR) stockholders approve executive compensation at the 2026 meeting?

Yes. Stockholders approved, on an advisory basis, the compensation of Ingredion’s named executive officers. The advisory say-on-pay vote received 49,179,038 votes for, 1,822,987 against, and 100,036 abstentions, with 4,324,470 broker non-votes recorded on this compensation proposal.

Which auditing firm did Ingredion (INGR) stockholders ratify for fiscal 2026?

Stockholders ratified the appointment of KPMG LLP as Ingredion’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 53,356,566 votes for, 2,030,814 against, and 39,151 abstentions, with no broker non-votes reported.

Were there broker non-votes on Ingredion (INGR)'s 2026 director elections and say-on-pay proposal?

Yes. For each director election and the advisory vote on executive compensation, 4,324,470 broker non-votes were recorded. Broker non-votes represent shares present for quorum but not voted on specific proposals where brokers lacked discretionary authority.

Filing Exhibits & Attachments

3 documents

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