DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  x                        Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

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Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

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Definitive Proxy Statement

 

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Definitive Additional Materials

 

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Soliciting Material under §240.14a-12

Ingredion Incorporated

 

(Name of Registrant as Specified In Its Charter)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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***  Exercise Your Right to Vote  ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 21, 2014.

 

INGREDION INCORPORATED

 

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INGREDION INCORPORATED

5 WESTBROOK CORPORATE CENTER

WESTCHESTER, IL 60154

 

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Meeting Information

Meeting Type:             Annual

For holders as of:       March 24, 2014

Date: May 21, 2014     Time: 9:00 a.m. local time

 

  Location: Westbrook Corporate Center Meeting Facility
    Annex between Towers 2 and 5
    Westchester, IL 60154

Dear Stockholder, you are receiving this Notice because the proxy materials for our 2014 Annual Meeting of Stockholders are available on the Internet. You should review these materials before you cast your vote.

This is not a form of proxy. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

—  Before You Vote  —

How to Access the Proxy Materials

 

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT    ANNUAL REPORT  

How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

1) BY INTERNET:

  

www.proxyvote.com

2) BY TELEPHONE:

  

1-800-579-1639

3) BY E-MAIL*:

  

sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow  LOGO (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 7, 2014 to facilitate timely delivery.

—  How To Vote  —

Please Choose One of the Following Voting Methods

 

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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

         Voting Items               
     THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ALL OF THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 2, 3 AND 4:        
                   
  1. Election of Directors

Nominees:

 

  1a. Luis Aranguren-Trellez

 

  1b. David B. Fischer

 

  1c. Ilene S. Gordon

 

  1d. Paul Hanrahan

 

  1e. Wayne M. Hewett

 

  1f.

Rhonda L. Jordan

 

  1g.

Gregory B. Kenny

 

  1h.

Barbara A. Klein

 

  1i.

Victoria J. Reich

 

  1j.

Dwayne A. Wilson

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  2.

To approve, by advisory vote, the compensation of the company’s “named executive officers”

 

  3.

To amend and approve the Ingredion Incorporated Stock Incentive Plan

 

  4.

To ratify the appointment of KPMG LLP as the independent registered public accounting firm of the company and its subsidiaries, in respect of the company’s operations in 2014

NOTE: Such other business, if any, that is properly brought before the meeting or any adjournment or adjournments thereof.

The proxies are authorized to vote in their discretion on all such other matters that may properly come before the meeting or any adjournment or adjournments thereof.

 

         
 

Please retain  this Notice  if you wish  to attend  the Annual Meeting  of Stockholders  in person. You must  present this Notice  at the  door  for

      
 

admission for yourself and one guest. Seating will be on a first-come, first-served basis, and you may be asked to present valid picture identification before being admitted.

 

The use of cameras at the Annual Meeting is prohibited, and they will not be allowed in the meeting room, except by credentialed media. We realize that most cellular phones have built-in digital cameras. While these phones may be brought into the room, the camera function may not be used at any time. No recording devices, large packages, luggage or bags will be permitted in the meeting room.

    
     
 

 

    
 

 

    
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