INGREDION INCORPORATED Item 3.03 Material Modification to Rights of Security Holders.
(a) The information set forth under Item 5.03 of this report is incorporated by reference in this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The amended bylaws effected the following amendments, among others, to the prior bylaws:
Article III, Sections 1 and 2 of the prior bylaws were amended to specify additional requirements regarding the conduct of in-person, virtual, and hybrid annual and special meetings of the Company's stockholders, including the determination of business to be considered at any special meeting.
Article III, Section 3 of the prior bylaws was amended to specify that, in voting on the election of directors, "votes cast" shall include votes "for" and "against" and votes to withhold authority and shall exclude abstentions and broker non-votes.
Article III, Section 5 of the prior bylaws was amended to modify or add the
provisions summarized below. The provisions of Article III, Section 5 of the
prior bylaws set forth procedures for stockholders to nominate persons for
election to the
• further specify determination of the date by which the stockholder's
written notice of nomination of a director candidate ("proposed nominee")
or proposal of other business must be received by the Company to be
timely under the amended bylaws;
• specify additional information (including information about ownership of
the Company's securities and derivative instruments), representations,
and undertakings to be included in or as part of such notice by or with
respect to the party providing the notice (the "noticing party"), any
proposed nominee, and their respective affiliates, associates, and
representatives (including, in the case of nomination of a proposed
nominee, a questionnaire providing information about the background and
qualifications of such proposed nominee and a written representation and
agreement to be completed by such proposed nominee with respect to the
proposed nominee's interests, relationships, and service as a director,
if elected);
• provide that the noticing party must represent that it intends to appear
in person or by proxy at the meeting to nominate any proposed nominee or
bring business before the meeting, and that, if the noticing party does
not appear, the Company need not present such proposed nominee or
proposed business for a vote at the meeting;
• provide that the number of nominees a stockholder may nominate for
election at a meeting may not exceed the number of directors to be
elected at such meeting; and
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• provide that the Company shall disregard any proxies or votes solicited
for the proposed nominees proposed by the noticing party if the noticing
party or an associated person notifies the Company that it no longer
intends to solicit proxies in support of director nominees other than the
Company's nominees in accordance with Rule 14a-19 under the Exchange Act,
or if it fails to comply with specified provisions of Rule 14a-19 in
connection with such a solicitation.
Article III, Section 7 of the prior bylaws was amended to provide that if a quorum is not present or represented at any meeting of stockholders, the chairperson of the meeting in addition to the stockholders entitled to vote at the meeting shall have the power to adjourn the meeting from time to time, and that a quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum.
Article III, Section 9 of the prior bylaws was amended to provide that the Board may adopt such rules, regulations, and procedures for the conduct of any meeting of stockholders as it shall deem appropriate and that, subject to such rules, regulations, and procedures, the chairperson of any meeting may convene, recess, or adjourn the meeting, prescribe rules, regulations, and procedures for the proper conduct of the meeting, and make determinations relating to the meeting, including a determination that a matter or business was not properly brought before the meeting.
Article III of the prior bylaws was amended to add a new Section 11 that sets forth the procedures by which any meeting of stockholders may be adjourned or recessed and that govern related matters, including requirements relating to authorization of an adjournment or recess, the providing of notice with respect thereto, the fixing of a new record date for an adjourned meeting, as required, and the transaction of business at the adjourned or recessed meeting.
Article IV and Article V of the prior bylaws were amended to provide with respect to meetings of the Board and its committees, respectively, that such meetings may be held by videoconference and upon notice given later than the notice otherwise applicable if the person or persons calling the special meeting may deem such shorter notice necessary or appropriate in the circumstances.
The prior bylaws were amended to add a new Article XI that prescribes special
requirements for meetings of the Board and its committees during any emergency,
disaster, or catastrophe, as referred to in Section 110 of the General
Corporation Law of the
The prior bylaws were amended to add exclusive forum provisions pursuant to new
Article XII, which provides that, unless a majority of the Board consents to the
selection of an alternative forum, the
• any derivative action or proceeding brought on behalf of the Company;
• any action asserting a claim of breach of fiduciary duty owed by any
current or former director, officer, or other employee of the Company to
the Company or the Company's stockholders;
• any action asserting a claim against the Company or any of its directors,
officers, or other employees arising pursuant to any provision of the
DGCL, the Company's bylaws, or the Company's certificate of
incorporation;
• any action asserting a claim against the Company or any of its directors,
officers, or other employees governed by the internal affairs doctrine of
the State of Delaware ; and
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• any other action asserting an "internal corporate claim," as defined in
Section 115 of the DGCL.
Article XII further provides that, unless a majority of the Board consents to
the selection of an alternative forum, the federal district courts of
As described above, Article XII, like the other amendments to the prior bylaws,
became effective upon adoption by the Board on
The following description of the amendments to the prior bylaws is a summary only, does not purport to be complete and is qualified in all respects by reference to the text of the amended bylaws, which is filed as Exhibit 3.2 to this report and incorporated by reference in this Item 5.03.
Exhibit 3.2 to this report includes a marked copy of the prior bylaws that shows all amendments. Text that was added to the prior bylaws by the amendments is underlined and text that was deleted from the prior bylaws by the amendments is struck through.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following documents are herewith furnished or filed as exhibits to this report: Exhibit Number Description 3.2 Amended and Restated By-Laws ofIngredion Incorporated (marked copy showing changes to prior By-Laws ofIngredion Incorporated ; unmarked copy). 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
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