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

Item5.02

(c) On February7, 2017 the Board of Directors of Ingredion
Incorporated (the Company, we or us) elected James D. Gray,
Executive Vice President and Chief Financial Officer of the
Company, effective March1, 2017. As such Mr.Gray will serve as
the Companys principal financial officer. Mr.Gray was elected to
the position to be vacated by the retirement of Jack C. Fortnum
as Executive Vice President and Chief Financial Officer of the
Company, effective March1, 2017, who, as previously reported, on
January30, 2017, advised the Company of his intention to retire
as Executive Vice President and Chief Financial Officer of the
Company, effective March1, 2017.

There are no arrangements or understandings between Mr.Gray and
any other persons to which Mr.Gray was selected as Executive Vice
President and Chief Financial Officer.

Mr.Gray, age 50, has served as Vice President, Corporate Finance
and Planning of the Company since April1, 2016. He previously
served as Vice President, Finance, North America from January6,
2014 when he joined the Company, to March31, 2016. Prior to that
Mr.Gray was employed by PepsiCo, Inc. from December1, 2004 to
January3, 2014. He served as Chief Financial Officer, Gatorade
division and Vice President Finance of PepsiCo, Inc. from
August16, 2010 to January3, 2014. Prior to that Mr.Gray served as
Vice President Finance PepsiCo Beverages North America from
December1, 2004 to August14, 2010. Mr.Gray holds a Bachelors
degree in Business Administration from the University of
California, Berkeley and a Masters degree from the Kellogg School
of Management, Northwestern University.

Mr.Grays annual base salary will be increased to $445,000,
effective March1, 2017, and his target award under the Companys
Annual Incentive Plan will be increased to 80% of his base
salary. On February7, 2017 Mr.Gray was awarded 2,059 performance
shares, 1,471 restricted stock units and 12,090 stock options
under the Companys Stock Incentive Plan. These awards are on the
same terms as the awards to the Companys named executive officers
on that date which are described below.

The Company will enter into an Executive Severance Agreement with
Mr.Gray in the form previously filed as Exhibit 10.27 to the
Companys Annual Report on Form 10-K for the year ended
December31, 2013. Under Mr.Grays Executive Severance Agreement we
will be required to make certain payments and provide certain
benefits if his employment is terminated by us other than because
of death, Disability or Cause or is terminated by him for Good
Reason (in each case as defined in the agreement) within two
years after a change in control of the Company or if his
employment is terminated by us other than within two years after
a change in control of the Company.

The agreement will provide for the payment of salary and vacation
pay accrued through the termination date plus amounts under our
annual bonus plan based on the assumption that the target award
level was achieved, prorated for the relevant year or portion
thereof. In addition, if his employment is terminated by us or by
him for Good Reason within two years after a change in control of
the Company he would receive, as a severance payment, a lump sum
amount equal to three times the sum of his (a)highest base salary
in effect during any consecutive 12-month period within the
36months immediately preceding the date of termination and (b)his
target annual incentive plan payment for the year in which the
termination occurs. He would receive a lump sum payment equal to
one times his base salary in effect on the date of his
termination of employment in the event of termination of his
employment by us without Cause other than within two years of a
change in control of the Company. His agreement will also include
a prohibition of soliciting or recruiting any of our employees or
consultants and a non-competition agreement, each of which would
apply for three years following termination if his employment is
terminated by us or by him for Good Reason within two years after
a change in control of the Company or for one year following his
termination of employment other than within two years after a
change in control of the Company, and confidentiality provisions
that in either event would apply for an unlimited period of time
following his termination of employment.

The agreement will provide that if any payment or benefit Mr.Gray
would receive to a change in control or otherwise (each a Payment
and collectively the Payments) could constitute a parachute
payment within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the Code), then the Company
shall reduce the Payments so that the maximum amount of the
Payments shall be One Dollar ($1.00) less than the amount that
would cause the Payments to be subject to the excise tax imposed
by Section4999 of the Code.

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We will also enter into our standard indemnification agreement
with Mr.Gray. Under the indemnification agreement, subject to
certain exceptions, the Company will agree to indemnify Mr.Gray
if he is involved, or threatened to be involved, in any
threatened, pending, or completed action, suit, or proceeding or
any inquiry or investigation (whether conducted by the Company or
any other party), that he in good faith believes might lead to
the institution of any such action, suit or proceeding, whether
civil, criminal, administrative, investigative or otherwise as a
result of his service as a director, officer, employee, agent or
fiduciary of the Company, or his service at the request of the
Company as a director, officer, employee, trustee, agent or
fiduciary of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, or by reason of
anything done or not done by him in any such capacity, to the
fullest extent permitted by the Delaware General Corporation Law
against all expenses (including attorneys fees), judgments,
fines, ERISA excise taxes and penalties in connection with
investigating, preparing for and defending or participating in
the defense of (including on appeal) or settling any indemnified
claim and any and all interest, assessments and other charges
paid or payable with or in respect of such expenses. The
foregoing description is qualified in its entirety by reference
to the form of Indemnification Agreement, a copy of which was
filed as Exhibit 10.5 to the Companys annual report on Form 10-K
for the year ended December31, 1997 and is incorporated herein by
reference.

There have been no transactions, nor are there any currently
proposed transactions, to which the Company was, is or is to be a
participant and in which Mr.Gray or any member of his immediate
family had, has or will have, a direct or indirect material
interest.

(e) Action with respect to Certain Compensatory Plans.

On February7, 2017 the Compensation Committee (the Committee) of
the Board of Directors of the Company took certain actions
relating to compensatory plans in which the Companys named
executive officers participate. The actions relating to
compensation of Ilene S. Gordon, the Companys principal executive
officer, were recommended by the Committee to the Companys
independent, outside, non-employee directors who approved those
actions on February7, 2017. For purposes of this Report on
Form8-K such named
executive officers consist of the Companys principal executive
officer, principal financial officer and the other executive
officers for whom disclosure was required in the Companys most
recent filing with the Securities and Exchange Commission that
required disclosure to Item 402(c) of Regulation S-K. No
compensation actions were taken with respect to named executive
officer Ricardo de Abreu Souza, who retired on February29, 2016,
other than determining performance shares earned from the 2014
grant.

Base
Salaries

The Committee
approved increases in named executive officers base salaries for
Ilene S. Gordon to $1,229,025 from $1,193,228; for James P.
Zallie to $630,000 from $600,000; and for Jorgen Kokke to SGD
613,796 from SGD 579,600. The salary of Jack C. Fortnum, our
Chief Financial Officer who will retire from that position
effective March1, 2017, and will retire as employee of the
Company effective June30, 2017, was not increased.

Approval of
Cash Incentive Bonuses for 2016 under Annual Incentive
Plan

The Committee
approved annual cash bonuses earned in 2016 for the Companys
named executive officers (the 2016 AIP Bonuses). The 2016 AIP
Bonuses were earned based upon the achievement of performance
goals established by the Committee in early 2016, as adjusted for
certain unusual events.

The 2016 AIP
Bonuses approved for the named executive officers were as
follow:

3

Setting of
Performance Criteria for Cash Bonuses for 2017 under Annual
Incentive Plan

The Committee
established the performance criteria applicable for cash
incentives that certain employees are eligible to earn for 2017
under the Companys Annual Incentive Plan (2017 AIP Bonuses).
Participants are eligible to earn bonuses for 2017 ranging from
0% to 200% of target depending on whether and to what extent the
goals established by the Committee are attained.

2017 AIP Bonuses
for Ilene S. Gordon and Jack C. Fortnum will be determined on the
basis of goals for total Company operating income plus
depreciation and amortization (EBITDA) (60%), cash conversion
cycle (15%) and personal objectives (25%), in each case as
approved by the Committee. 2017 AIP Bonuses for James P. Zallie
and Jorgen Kokke will be determined on the basis of goals for
total Company EBITDA (35%), EBITDA for the regions for which they
serve as President (25%), cash conversion cycle (15%) and
personal objectives (25%), in each case as approved by the
Committee.

The 2017 AIP
Bonuses approved for the named executive officers were as
follow:

Approval of
Common Stock Earned with Respect to 2014 Performance
Shares

The Committee also
approved the number of shares of the Companys common stock
(Common Stock) earned with respect to performance shares awarded
under the Stock Incentive Plan in February 2014 (2014 Performance
Shares). The 2014 Performance Shares were earned based upon goals
established by the Committee for a three-year cycle beginning on
January1, 2014 and ending on December31, 2016.

The shares of
Common Stock approved as earned with respect to 2014 Performance
Shares for the named executive officers were as follow:

Award of
Performance Shares under Stock Incentive Plan

The Committee also
approved the award of target performance shares (2017 Performance
Shares) to certain executive officers, including the named
executive officers, under the Companys Stock Incentive Plan. The
Performance Shares may be settled only in shares of the Companys
common stock (Common Stock). The number of shares of Common
Stock, if any, that recipients of 2017 Performance Share awards
will receive in relation to such awards will be based upon the
extent to which the Company attains the total shareholder return
(TSR) goal (as measured against a peer-group of 18 companies) for
the three-year cycle beginning on January1, 2017 and ending on
December31, 2019, as approved by the Committee. Incentives will
be earned based upon the following table:

4

The target awards
to the named executive officers were as follow:

A form of the
Performance Share Award Agreement used to document Performance
Share awards made to named executive officers under the Companys
Stock Incentive Plan is attached hereto as Exhibit 10.2 and is
incorporated herein by reference.

Jack C. Fortnum,
who is retiring, was not awarded 2017 Performance Shares.

Award of Stock
Options under Stock Incentive Plan

The Committee also
approved the award of stock options to certain executive
officers, including the named executive officers. The stock
options have an exercise price of $118.97 per share (the closing
price on February7, 2017), will vest in three equal installments
on February7, 2018, 2019 and 2020 and will remain exercisable
until February6, 2027. The stock option awards to the named
executive officers were as follow:

A form of the
Stock Option Award Agreement used to document grants of stock
options to named executive officers under the Companys Stock
Incentive Plan is attached hereto as Exhibit 10.3 and is
incorporated herein by reference. Jack C. Fortnum, who is
retiring, was not awarded stock options.

Amendment of
Stock Incentive Plan

The Committee
recommended and the Board approved an amendment to the Ingredion
Incorporated Stock Incentive Plan to eliminate a limitation on
withholding of taxes in connection with the delivery of shares as
a result of vesting or exercise of equity awards to the minimum
statutory withholding rate.

A copy of the
Stock Incentive Plan as amended effective February7, 2017 is
attached hereto as Exhibit 10.1 and is incorporated herein by
reference.

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Award of
Restricted Stock Units under Stock Incentive Plan

The Committee also
approved the award of restricted stock units (RSUs) to certain
executive officers, including the named executive officers, under
the Companys Stock Incentive Plan. The RSUs may be settled only
in shares of Common Stock (one share per RSU) and will vest on
February7, 2020. In the event of termination of employment due to
death, disability or retirement (defined as age 55 and 10 years
of service or age 62 and 5 years of service or age 65), the RSUs
will vest on a pro-rata basis using the number of full months
employed during the thirty-six month vesting
period, or in the event of such retirement on or after February7,
2018 they will vest on February7, 2020. The RSU awards to the
named executive officers were as follow: