This Form 8-K/A is being filed solely to correct the item number and item title in the Form 8-K filed on September 30, 2024 from “Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” to “Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.” This Form 8-K/A does not amend or modify the Form 8-K filed on September 30, 2024 in any other respect.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 26, 2024, the Board of Directors (the “Board”) of MGP Ingredients, Inc. (the “Company”) approved the further amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.
Among other things, the Amended and Restated Bylaws:
•address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934 (the “Universal Proxy Rules”) by requiring stockholders intending to use the Universal Proxy Rules to, among other things, provide evidence of compliance with Rule 14a-19 to the Company;
•permit holders of the Company’s preferred stock to act by majority written consent in lieu of requiring unanimous written consent;
•remove a provision that had required that all proxies, ballots, and vote tabulations identifying the particular vote of a stockholder be kept confidential from the Board and the Company’s officers and employees, except in certain circumstances;
•provide the Board customary authority to fill a vacancy on the Board until the next annual meeting of stockholders, in lieu of requiring stockholders to fill any such vacancy;
•conform to the current provisions of the Kansas Statutes governing corporations, including changes that acknowledge use of electronic communications; and
•make other various updates, including ministerial, procedural, clarifying, and conforming changes.
Download