MGP Ingredients (MGPI) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 13, 2026, with voting on director elections, auditor ratification, executive compensation, and an amended equity incentive plan.

• Stockholders of record as of March 16, 2026, are eligible to vote, with 21,369,125 common shares and 437 preferred shares outstanding.

• Voting can be done online, by phone, mail, or during the meeting, and votes can be changed or revoked prior to or during the meeting.

Voting matters and shareholder proposals

• Proposals include electing directors, ratifying KPMG LLP as auditor for 2026, approving executive compensation (say-on-pay), and approving the amended 2024 Equity Incentive Plan.

• Each share of common and preferred stock has one vote, with separate class voting on relevant matters.

• Majority voting applies for uncontested Group A directors; plurality for Group B directors.

• The equity plan amendment seeks to add 750,000 shares and extend the plan by 10 years.

Board of directors and corporate governance

• Nine director nominees, with seven independent; board diversity includes 44% female and 22% ethnically diverse.

• Board leadership separated from CEO; Martin Roper serves as independent Chairman.

• Board committees (Audit, Human Resources and Compensation, Nominating and Governance) are fully independent.

• Annual board and committee evaluations are conducted, and robust stock ownership guidelines are in place.