MGP Ingredients (NASDAQ: MGPI) investors approve 2024 equity plan and board slate

Rhea-AI Filing Summary

MGP Ingredients, Inc. held its 2026 Annual Meeting of Stockholders on May 13, 2026. Stockholders elected four Group A directors representing common stock and five Group B directors representing preferred stock. All director nominees received sufficient support to be elected.

Stockholders ratified KPMG LLP as independent registered public accounting firm for 2026, with 19,483,305 common shares voting for, 204,226 against and 2,763 abstaining, plus unanimous preferred support. They also approved, on an advisory basis, executive compensation and approved the Amended and Restated 2024 Equity Incentive Plan.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

KPMG ratification common votes for: 19,483,305 shares Say-on-pay common votes for: 17,445,929 shares Equity plan common votes for: 14,941,514 shares +3 more

6 metrics

KPMG ratification common votes for 19,483,305 shares Common stock votes for KPMG LLP as 2026 auditor

Say-on-pay common votes for 17,445,929 shares Common stock advisory approval of executive compensation

Equity plan common votes for 14,941,514 shares Common stock approval of Amended and Restated 2024 Equity Incentive Plan

Equity plan common votes against 2,889,928 shares Common stock votes against 2024 Equity Incentive Plan

Julie M. Francis votes for 17,755,590 shares Common stock votes for Group A director

Todd B. Siwak votes for 14,705,442 shares Common stock votes for Group A director

Key Terms

broker non-votes, independent registered public accounting firm, advisory basis, Equity Incentive Plan

4 terms

broker non-votes financial

"Director | For | Against | Abstain | Broker Non-Votes"

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 for 2026"

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

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

Equity Incentive Plan financial

"approved the MGP Ingredients, Inc. Amended and Restated 2024 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Understanding 8-K Material Events →

FALSE000083501100008350112026-05-132026-05-13

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 13, 2026

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, no par value			MGPI			NASDAQ Global Select Market

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 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of MGP Ingredients, Inc. (the “Company”) was held on May 13, 2026. At the Annual Meeting, the following matters were submitted to a vote of stockholders and the results of the vote were as follows:

1. Election of directors.

(i) The individuals listed below were elected by holders of the Company’s common stock to serve as Group A directors.

Director			For			Against			Abstain			Broker Non-Votes
Julie M. Francis			17,755,590			110,768			4,434			1,819,502
Thomas A. Gerke			15,405,273			2,456,303			9,216			1,819,502
Donn Lux			16,860,391			1,006,178			4,223			1,819,502
Todd B. Siwak			14,705,442			3,157,076			8,274			1,819,502

(ii) The individuals listed below were elected by holders of the Company’s preferred stock to serve as Group B directors.

Director			For			Withheld			Broker Non-Votes
Gerardo I. Lopez			297			0			0
Jennifer Lowry			297			0			0
Lori L.S. Mingus			297			0			0
Mercedes Romero			297			0			0
Martin Roper			297			0			0

2. The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.

Class			For			Against			Abstain			Broker Non-Votes
Common Stock			19,483,305			204,226			2,763			0
Preferred Stock			297			0			0			0

3. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

Class			For			Against			Abstain			Broker Non-Votes
Common Stock			17,445,929			414,784			10,079			1,819,502
Preferred Stock			297			0			0			0

4. The Company’s stockholders approved the MGP Ingredients, Inc. Amended and Restated 2024 Equity Incentive Plan.

Class			For			Against			Abstain			Broker Non-Votes
Common Stock			14,941,514			2,889,928			39,350			1,819,502
Preferred Stock			297			0			0			0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
104						The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline Extensible Business Reporting Language)

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 14, 2026			By:			/s/ Brandon M. Gall
						Brandon M. Gall, Chief Financial Officer

FAQ

What did MGP Ingredients (MGPI) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on director elections, auditor ratification, executive compensation, and the 2024 equity plan. Common and preferred holders elected separate director groups, ratified KPMG LLP for 2026, approved named executive officer pay on an advisory basis, and approved the Amended and Restated 2024 Equity Incentive Plan.

Which directors were elected at MGP Ingredients (MGPI) 2026 Annual Meeting?

Common stockholders elected Group A directors Julie M. Francis, Thomas A. Gerke, Donn Lux, and Todd B. Siwak. Preferred stockholders elected Group B directors Gerardo I. Lopez, Jennifer Lowry, Lori L.S. Mingus, Mercedes Romero, and Martin Roper, each receiving 297 votes for and none withheld.

How did MGP Ingredients (MGPI) stockholders vote on KPMG as auditor for 2026?

Common stockholders cast 19,483,305 votes for, 204,226 against, and 2,763 abstaining on KPMG LLP’s appointment, with no broker non-votes. Preferred stockholders unanimously supported KPMG with 297 votes for and none against or abstaining for the 2026 audit engagement.

What was the result of the MGP Ingredients (MGPI) say-on-pay vote in 2026?

Stockholders approved, on an advisory basis, compensation of named executive officers. Common stockholders cast 17,445,929 votes for, 414,784 against, and 10,079 abstaining, with 1,819,502 broker non-votes. Preferred stockholders supported the proposal unanimously with 297 votes for and none against or abstaining.

Did MGP Ingredients (MGPI) approve the Amended and Restated 2024 Equity Incentive Plan?

Yes, stockholders approved the Amended and Restated 2024 Equity Incentive Plan. Common stockholders voted 14,941,514 for, 2,889,928 against, and 39,350 abstaining, with 1,819,502 broker non-votes. Preferred stockholders unanimously supported the plan with 297 votes for and none against or abstaining.

Were there broker non-votes on MGP Ingredients (MGPI) 2026 proposals?

Yes, broker non-votes occurred on non-routine proposals. For common stock, there were 1,819,502 broker non-votes on director elections, the advisory vote on executive compensation, and the 2024 equity incentive plan, while there were no broker non-votes on the auditor ratification proposal.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 23.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB