Ingredion (INGR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2025, to be held virtually, with stockholders able to vote and submit questions online.

• Key proposals include electing 11 directors, an advisory vote on executive compensation, and ratification of KPMG LLP as the external auditor.

• Proxy materials are primarily distributed electronically, with options for paper copies upon request.

• Only stockholders of record as of March 24, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Proposals: election of 11 directors for one-year terms, advisory approval of executive compensation, and ratification of KPMG LLP as auditor for 2025.

• Board recommends voting in favor of all proposals.

• Shareholders can submit proposals and director nominations for the 2026 meeting, following specified deadlines and procedures.

Board of directors and corporate governance

• Board consists of 11 directors, 10 of whom are independent under NYSE standards.

• Board committees: Audit, People, Culture, and Compensation (PCC), and Corporate Governance and Nominating (CGN), all composed of independent directors.

• Board held six meetings in 2024; all directors attended at least 75% of meetings.

• No term limits, but mandatory retirement at 75 for non-employee directors.

• Board diversity: four women, two ethnic minorities, and one director residing outside the U.S.

• Directors must hold stock equal to five times the annual cash retainer within five years.