Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.




(e)   As described under Item 5.07 of this report, on May 19, 2021, the
stockholders of Ingredion Incorporated (the "Company") voted at the Company's
2021 annual meeting of stockholders (the "2021 annual meeting") to approve an
amendment (the "plan amendment") to the Ingredion Incorporated Stock Incentive
Plan (the "plan") to increase the number of shares of common stock issuable
under the plan by 2,500,000 shares.

The Company's Board of Directors approved the plan amendment, subject to stockholder approval at the 2021 annual meeting, on March 16, 2021. The plan amendment became effective at the time of stockholder approval.

The plan provides for the grant of incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, and performance shares to employees, officers and directors of the Company or any of its subsidiaries and other eligible service providers.



A copy of the plan, as amended and restated as of May 19, 2021, is filed as
Exhibit 10.1 to this report and is incorporated by reference in this Item 5.02.
The material terms of the plan as so amended and restated are described in the
Company's definitive proxy statement on Schedule 14A for the 2021 annual meeting
filed with the Securities and Exchange Commission on April 7, 2021 (the "2021
proxy statement").

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) At the 2021 annual meeting, the Company's stockholders voted on four proposals. The proposals are described in the 2021 proxy statement.

(b) As of the record date for the 2021 annual meeting, an aggregate of 67,228,076 shares of the Company's common stock were outstanding and entitled to vote at the meeting. Each share of common stock is entitled to one vote per share.

The final voting results with respect to each proposal voted upon at the 2021 annual meeting are set forth below.

Proposal 1



The holders of the outstanding shares of the Company's common stock elected to
the Board of Directors of the Company each of the 11 nominees specified in the
2021 proxy statement, based on the following numbers of votes:



Name                                    For             Against         Abstentions        Broker Non-Votes
Luis Aranguren-Trellez                53,950,975        1,199,563             54,598               4,781,909
David B. Fischer                      54,879,489          271,577             54,070               4,781,909
Paul Hanrahan                         53,729,151        1,420,811             55,174               4,781,909
Rhonda L. Jordan                      53,985,499        1,166,917             52,720               4,781,909
Gregory B. Kenny                      53,271,412        1,875,559             58,165               4,781,909
Barbara A. Klein                      54,171,018          983,724             50,394               4,781,909
Victoria J. Reich                     54,804,450          351,463             49,223               4,781,909
Stephan B. Tanda                      54,875,381          273,421             56,334               4,781,909
Jorge A. Uribe                        54,789,156          357,687             58,293               4,781,909
Dwayne A. Wilson                      54,319,807          831,871             53,458               4,781,909
James P. Zallie                       54,434,715          715,400             55,021               4,781,909



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Each nominee elected to the Board of Directors at the 2021 annual meeting was
elected for a term of one year and until his or her successor has been elected
and qualified or until the director's earlier death, resignation or removal.

Proposal 2



The holders of the outstanding shares of the Company's common stock approved, on
an advisory basis, the compensation of the Company's named executive officers as
disclosed in the 2020 proxy statement, based on the following numbers of votes:



   For        Against    Abstentions   Broker Non-Votes
52,239,241   2,828,680     137,215        4,781,909


Proposal 3

The holders of the outstanding shares of the Company's common stock ratified the
appointment of KPMG LLP as the Company's independent registered public
accounting firm for the Company's fiscal year ending December 31, 2021, based on
the following numbers of votes:



   For        Against    Abstentions
58,736,869   1,209,783     40,393

There were no broker non-votes with respect to this proposal.

Proposal 4



The holders of the outstanding shares of the Company's common stock approved an
amendment to the Ingredion Incorporated Stock Incentive Plan to increase the
number of shares of common stock issuable under the plan by 2,500,000 shares,
based on the following numbers of votes:



   For        Against    Abstentions   Broker Non-Votes
51,471,549   3,626,201     107,386        4,781,909

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.       Description

10.1          Ingredion Incorporated Stock Incentive Plan, as amended and restated
            as of May 19, 2021.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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