MGP Ingredients (MGPI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 20, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• Only stockholders of record as of March 21, 2025, are eligible to vote; 21,270,343 common and 437 preferred shares are outstanding.

• Voting can be done online, by phone, mail, or during the meeting; votes may be changed or revoked before or during the meeting.

Voting matters and shareholder proposals

• Proposals include electing directors, ratifying KPMG LLP as auditor, and an advisory vote on executive compensation.

• Election of Group A directors requires a majority of votes cast; Group B directors are elected by preferred stockholders.

• Auditor ratification and say-on-pay require a majority of shares present and voting; broker discretionary voting is allowed only for auditor ratification.

• Shareholder proposals for the 2026 meeting must be submitted by December 22, 2025, for proxy inclusion.

Board of directors and corporate governance

• Eight of nine current directors are independent; all committee members are independent.

• Board leadership transitioned to Donn Lux as Chairman in January 2025; CEO and Chairman roles are separated.

• Board diversity includes 33% female directors and 11% ethnically diverse members; average tenure is 4.5 years.

• Board met 11 times in 2024; all directors attended at least 75% of meetings.

• Director nominations consider diversity, independence, and skills; some nominations are governed by a Shareholders Agreement.