UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 27, 2015
INGREDION INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-13397 | 22-3514823 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| 5 Westbrook Corporate Center, Westchester, Illinois | 60154-5749 | |
| (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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On March 27, 2015 director Wayne M. Hewett informed Ingredion Incorporated (“Ingredion” or the “Company”) of his decision not to stand for re-election to the Company’s Board of Directors at Ingredion’s 2015 Annual Meeting of Stockholders expected to be held May 20, 2015. Mr. Hewett indicated that his decision was for personal reasons and not the result of any disagreement with Ingredion on any matter relating to Ingredion’s operations, policies or practices. Mr. Hewett will continue to serve as a director of Ingredion and as a member of Ingredion’s Audit Committee until the expiration of his term at the 2015 Annual Meeting.
The Company gratefully acknowledges Mr. Hewett’s distinguished service as a member of the Board of Directors since September 2010.
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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 31, 2015 | INGREDION INCORPORATED | |||||
| By: | /s/ Jack C. Fortnum | |||||
| Name: | Jack C. Fortnum | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
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