INGREDION INCORPORATED (NYSE:INGR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Retirement of Jack C. Fortnum

As was his previously disclosed intention, Jack C. Fortnum retired as Executive Vice President and Chief Financial Officer of Ingredion Incorporated (the “Company”) on March 1, 2017and is retiring from his employment with the Company effective June 30, 2017.

On March 1, 2017 the Company and Mr. Fortnum entered into a Non-Compete Agreement under which Mr. Fortnum agreed not to compete with the Company with respect to starch, sweetener or other products produced or marketed by the Company and its subsidiaries or that could be used as a substitute for such products for a period through and including December 31, 2017 (the “Non-Compete Term”) and to not solicit or recruit employees of the Company or any of its subsidiaries during the Non-Compete Term. Also on March 1, 2017 the Company and Mr. Fortnum entered into a Confidentiality Agreement under which Mr. Fortnum agreed not disclose confidential information of the Company and its subsidiaries during a period through and including June 30, 2020.

As previously disclosed in consideration of these agreements, and effective June 30, 2017:

(a) the options to acquire the Company’s common stock awarded to Mr. Fortnum in February 2015 will be exercisable with respect to all shares of common stock covered by such awards, including the shares which are not then currently exercisable absent the previously disclosed February 7, 2017 action by the Company’s Compensation Committee, and shall be exercisable for the remainder of the option period as stated under the Company’s Stock Incentive Plan and the terms of the applicable option agreements;

(b) the restricted stock units (“RSU’s”) awarded to Mr. Fortnum in February 2015 shall be vested in their entirety and settled; and

(c) pro-rated payments shall be paid to Mr. Fortnum to the terms of Article 4 of Mr. Fortnum’s 2015 Performance Share Award Agreement and Article 4 of his 2016 Performance Share Award Agreement, to the extent that payments would otherwise be earned under those agreements. Such payments shall be made to Mr. Fortnum when and if payments are made to other employees awarded performance shares under the Stock Incentive Plan in 2015 and 2016.

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About INGREDION INCORPORATED (NYSE:INGR)

Ingredion Incorporated (Ingredion) is a global ingredients solutions provider. The Company is engaged in the production and sale of starches and sweeteners for a range of industries. Its operations are classified into four segments: North America, South America, Asia Pacific, and Europe, Middle East and Africa (EMEA). The Company’s North America segment includes businesses in the United States, Canada and Mexico. The South America segment includes businesses in Brazil, Colombia, Ecuador and the Southern Cone of South America, which includes Argentina, Chile, Peru and Uruguay. Ingredion’s Asia Pacific segment includes businesses in South Korea, Thailand, Malaysia, China, Japan, Indonesia, the Philippines, Singapore, India, Australia and New Zealand. Its EMEA segment includes businesses in the United Kingdom, Germany, South Africa, Pakistan and Kenya. The Company’s product line includes starches and sweeteners, animal feed products and edible corn oil.

INGREDION INCORPORATED (NYSE:INGR) Recent Trading Information

INGREDION INCORPORATED (NYSE:INGR) closed its last trading session down -0.80 at 121.04 with 399,047 shares trading hands.