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): December 13, 2013
INGREDION INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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1-13397 |
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22-3514823 |
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(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
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of Incorporation) |
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File Number) |
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Identification No.) |
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5 Westbrook Corporate Center, Westchester, Illinois |
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60154-5749 |
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(Address of Principal Executive Offices) |
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 13, 2013, the Board of Directors of Ingredion Incorporated (the “Company”) approved an amendment to the Company’s By-laws, effective December 13, 2013. The amendment amended the second sentence of Article IV, Section 8 of the By-laws to read in its entirety as follows:
“The “independent” directors shall appoint a Lead Director in the event that the Chairman of the Board is not “independent” under the Rules of the New York Stock Exchange.”
The amendment substituted the words “‘independent’ directors” for the word “Board” in the sentence.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Exhibit |
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3.1 |
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By-laws of Ingredion Incorporated |
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.
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INGREDION INCORPORATED | |
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Date: December 19, 2013 |
By: |
/s/ Cheryl K. Beebe |
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Cheryl K. Beebe |
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Executive Vice President and Chief Financial Officer |