AGM 2020

May 20, 2020

Good morning, ladies and gentlemen. I'm Greg Kenny, Chairman of the Board of Ingredion Incorporated. It is with great pleasure that we welcome you to our Annual Stockholder Meeting. This is our first virtual annual meeting. The decision to switch to a virtual meeting was undertaken in the interest of the health and well-being of our employees, stockholders, and other meeting participants, and the protocols being imposed are in guide are in response to the COVID nineteen related guidelines from federal, state, and local governments. The decision to have a virtual meeting this year does not represent a change in our stockholder engagement philosophy. We are cur we currently expect to return to our regular protocol with an in person meeting next year. I'm proud to be the chairman of Ingredion, a leading global ingredient solutions provider that is aligned around our corporate purpose of bringing the potential of people, nature and technology together to make life better. With that, I would like to introduce you to Jim Zallie, the President and Chief Executive Officer of Ingredion Incorporated. Jim? Thank you, Greg. I would like to say good morning to the stockholders and guests who have joined us at this meeting today. I would like to introduce you to some of my colleagues whom you will be hearing from this morning. You just met Gregory b Kenny, former president and chief executive officer of General Cable Corporation and chairman of the board of Ingredion Incorporated. Michael n Levy, vice president, associate general counsel, corporate, securities, finance, and strategy, will be acting as secretary of the meeting. Also in attendance today are other members of the board of directors and members of our senior management. I would like to take this opportunity to introduce our other directors and ask them to say hello to the attendees at this virtual meeting. Luis Arangoran Trele, Executive Vice President of Arancia SA CV. Luis? Good morning, everyone. A pleasure to be here. David B. Fisher, former President and Chief Executive Officer of Greif Incorporated. David? Thank you, Jim, and good morning, everyone. Thanks for joining us. Paul Hanrahan, former Chief Executive Officer of GlobalEC Advisors Limited. Paul? Thanks, Jim, and good morning, everyone. It's a pleasure to be here. Rhonda L. Jordan, former president, Global Health and Wellness and Sustainability of Kraft Foods Incorporated. Rhonda? Good morning, everyone. Thank you for attending. A. Klein, senior vice president former senior vice president and chief financial officer of CDW Corporation. Barb? Thank you, Jim, and good morning, everyone. Thank you for joining us. Victoria J. Reich, former senior vice president and chief financial officer of Ascendant Incorporated, formerly United Stationers Incorporated. Vicky? Thanks, Jim, and good morning, everyone. Stefan B. Tanda, president and CEO, Aptar Group. Stefan? Thank you. It's an honor to be here, and thanks for your interest in Ingredion. Jorge A. Uribe, former global productivity and organization transformation officer of the Procter and Gamble Company. Jorge? Thanks, Dean, and good morning to all, and thanks for joining. And Duane A. Wilson, former Senior Vice President of Fluor Corporation. Duane? Thank you, Dan. Good morning, everyone, and I appreciate your time and also your interest in our company. At this time, I would like to introduce the company's other executive officers present with us today. James d Gray, executive vice president and chief financial officer Jurgen Kocke, Executive Vice President, Global Specialties and President, North America Robert F. Stefansic, Chief Operations Officer Elizabeth Adafoye, senior vice president and chief human resources officer Janet m Balcom, senior vice president, general counsel, corporate secretary, and chief compliance officer Larry Fernandez, senior vice president and chief commercial and sustainability officer Anthony p Galleo, senior vice president, corporate strategy and chief innovation officer Pierre Paree Landazuri, Senior Vice President and President, EMEA Valdorini Bastos Licht, Senior Vice President and President, Asia Pacific Stephan k Luttrell, vice president and corporate controller. Also present today is Christine Sundberg of Broadridge Financial Solutions who is the inspector of election. I will conduct the meeting according to the agenda, which is posted in the upper right corner of the screen for this meeting. Stockholders are invited to ask questions during the question and answer period. Only validated stockholders, those who entered the meeting by entering their 16 digit control number, may ask questions by typing them in at the bottom of the screen. Now I would like to open the meeting formally. I ask mister Levy to report whether a quorum is present. Thank you, mister Zallie. The board fixed 03/26/2020 as the record date for determining the stockholders entitled to vote at this meeting. An affidavit is with the inspector of election, attesting to the fact that the notice of meeting, the proxy statement, and the 2019 annual report to stockholders were released to all stockholders of record commencing on 04/08/2020. As stated in the notice of the meeting, the purposes of this meeting are as follows. First, to elect to the company's Board of Directors the 11 director nominees who are named in the company's proxy statement to serve as directors for a term of one year. Second, to approve by advisory vote the compensation of the company's named executive officers as disclosed in the company's proxy statement and third, to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the company for the fiscal year ending 12/31/2020. The inspector of election has submitted her report as follows. On the record date, there were a total of 67,038,606 shares of common stock outstanding. The holders of at least 59,249,229 shares of common stock or 88.38% of the voting power of the outstanding shares are present by proxy or in person. Accordingly, mister Zallie, a quorum of the stockholders are present. Thank you, mister Levy. On the basis of the meeting secretary's report, the meeting is duly convened. I declare the polls open. The polls will close immediately prior to adjournment. Now we will carry on the formal business as set forth in the notice of the meeting. In order to conduct an orderly meeting, we will follow the procedures set forth in the agenda. During the conduct of the formal business portion of this meeting, questions should pertain to the specific purpose to the specific proposal then under consideration. I would like to ask a quest if you would like to ask a question or make a comment regarding any of the proposals, please submit your question or comment through the web portal. Mr. Leving, as the first item on the agenda, would you please present the nominees for directors as nominated by the board after being recommended to the board by the Corporate Governance and Nominating Committee? Mister Zallie, on behalf of the board of directors, I move that the following 11 persons named in the proxy statement be elected as directors of the company, each to hold office for a term to expire in May 2021 or until his or her respective successor has been elected and qualified. Louise Erinn Gorentrier, David B. Fisher, Paul Hanrahan, Rhonda L. Jordan, Gregory B. Kenny, Barbara A. Klein, Victoria J. Reich, Stephane B. Tanda, Jorge A. Uribe, Duane A. Wilson, and James P. Zallie. May I have a second? I second the motion. Thank you. Is there any discussion on the director nominations? If there is, and you are a validated stockholder, please use the question box at the bottom of the screen now. If there is no further discussion, I declare the nominations closed. The second item on the agenda is the approval by advisory vote of the compensation of the company's named executive officers as disclosed in the company's proxy statement. Mr. Levy, would you please present this resolution? Mr. Zallie, on behalf of the Board of Directors, I move the adoption of the following resolution. Resolved, that the stockholders approve, on an advisory basis, the compensation of the company's named executive officers as disclosed pursuant to Item four zero two of Regulation S K, including the compensation discussion and analysis, the accompanying compensation tables and the related narrative disclosures in the proxy statement for the company's twenty twenty Annual Meeting of Stockholders. May I have a second? I second the motion. Thank you. Is there any discussion on the resolution regarding ratification of the compensation of the company's named executive officers? If there is and you are a validated stockholder, please use the question box at the bottom of the screen now. If there is no further discussion, we will move on to the next item of business. The third item on the agenda concerns the ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the company for the fiscal year ending 12/31/2020. KPMG was appointed by the company's audit committee. Mister Levy, would you present this resolution? Mister Zallie, on behalf of the board of directors, I move the adoption of the following resolution. Resolved. That the appointment by the Audit Committee of the Board of Directors of the firm KPMG LLP as the independent registered public accounting firm of the company for the fiscal year ending 12/31/2020 is hereby ratified. Is there a second? I second the motion. Before opening the discussion on this resolution, I would like to introduce mister Mark Erkeneswick, representative of KPMG, who is available to make a statement if he so desires and to respond to appropriate questions. Thank you, mister Zallie. This is Mark Erkenzwicke. We're pleased to attend the meeting and have an opportunity to participate. We'd be pleased to respond to any appropriate questions the chairman may direct to us. Thank you. Is there any discussion on the resolution regarding KPMG? If there is and you are a validated stockholder, please use the question box at the bottom of the screen now. If there is no further discussion, we will move on to voting. Stockholders who have voted on the Internet by telephone or by mailing or hand delivering proxies need not take any further action with respect to any of the matters to be voted on today. Any stockholder attending virtually who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Let us proceed to the next item on the agenda, which is the preliminary report of the inspector of election. Any proper votes submitted before the polls close but not reflected in the preliminary report will appear in the final report of the inspector of election. I now ask the meeting secretary to present the preliminary report. Mister Zallie, the inspector of election has determined that more than a majority of the votes cast with respect to the election of each of the 11 individuals nominated by the board for election as directors were cast for the election of the nominees. In addition, the inspector has determined that more than a majority of shares represented by proxy or present in person forecast in favor of approving by advisory vote compensation of the company's named executive officers. Finally, the inspector has determined that more than a majority of shares represented by proxy or present in person were cast in favor of the ratification of the appointment by the company's Audit Committee of the firm of KPMG LLP as the independent registered public accounting firm of the company for the fiscal year ending 12/31/2020. Thank you, mister Levy. Based upon the preliminary report of the inspector of election, I declare that Luis Arangoran Trele, David B. Fisher, Paul Hanrahan, Rhonda L. Jordan, Gregory B. Kenny, Barbara A. Klein, Victoria J. Reich, Stefan B. Tanda, Jorge A. Uribe, Duane a Wilson, and James p Zallie are elected directors. Congratulations, directors. That by advisory vote, the compensation of the company's named executive officers was approved and that the appointment by the company's audit committee of the firm of KPMG LLP as the independent registered public accounting firm of the company for the fiscal year ending 12/31/2020 has been ratified. Is there any other business to be brought before the meeting? If there is and you are a validated stockholder, please use the question box at the bottom of the screen now. There being no further business to be brought before the meeting, the polls are now closed. That concludes the business set forth in the notice of the meeting. The annual stockholder meeting is hereby adjourned. At this time, I would like to I would be pleased to take any of your general questions, if there are any. Validated stockholders may submit a question using the question box at the bottom of the screen. There are no questions. I wanna thank everyone for attending today. I hope you and your families continue to stay safe and healthy, and thank you for your continued support of