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SECURITIES AND EXCHANGE COMMISSION | |||
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SCHEDULE 14A | |||
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Proxy Statement Pursuant to Section 14(a) of | |||
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Preliminary Proxy Statement | ||
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Definitive Proxy Statement | ||
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MGP Ingredients, Inc. | |||
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On August 15, 2013, MGP Ingredients, Inc. (the “Company”) issued a Press Release (the “Press Release”) regarding the report of Institutional Shareholder Services, a provider of proxy voting advisory services to institutions and other professional investors, regarding the director nominees and proposals to be voted upon at the Company’s 2013 Annual Meeting of Stockholders. The Press Release is filed herewith as Exhibit 1.
Exhibit 1
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NEWS RELEASE |
ISS Recommends Against Cray Group Governance Proposals
MGP Urges Stockholders to Vote the WHITE Proxy Card to Support Strong, Independent Leadership at MGP
ATCHISON, Kan., August 15, 2013 — MGP Ingredients, Inc. (Nasdaq: MGPI) (the “Company”) today commented on the report issued by Institutional Shareholder Services (ISS), a leading provider of proxy voting advisory services to institutions and other professional investors, regarding the director nominees and proposals to be voted upon at MGP’s Annual Meeting of Stockholders to be held on August 23, 2013.
MGP’s Independent Directors issued the following statement in response to the ISS report:
“ISS’ recommendation against the Cray Group’s proposals underscores the danger for common stockholders in turning over even more control of MGP to the Cray family. We are pleased that ISS recognizes the self-serving nature of the Cray Group’s proposals and their attempt to turn MGP into a quasi-private company at the expense of the common stockholders.”
The ISS report dated August 15, 2013 states:
· “Approval of this proposal along with other proposals brought forward by the dissidents would enable the Cray family to accelerate the removal of B directors, including those independent directors who have recently, in an open letter to shareholders, opposed the proponents and expressed their intent to fulfill their fiduciary duties and work in the best interest of all shareholders.”
· “While the ability to call special meetings generally enhances the rights of shareholders, the dissident is the most likely beneficiary of the proposed special meeting right and could use such right to strengthen board control to the detriment of common shareholders.”
The Independent Directors continued, “We believe ISS’ analysis regarding director nominees contradicts their recognition that the Cray Group should not receive more control at MGP. Chairman John Speirs is an exceptional, independent director who is committed to driving value for all stockholders, and we encourage stockholders to support his nomination by voting the WHITE proxy card.”
As announced on August 13, 2013, Glass Lewis & Co, LLC, also a leading provider of proxy voting advisory services, recommends stockholders support MGP’s current management
team and Independent Directors by voting FOR the Company’s director nominees on the Company’s WHITE proxy card. In their report, Glass Lewis said:
· “Given that the Cray Group already exerts significant influence over the Company through its ownership of 92% of the preferred shares, giving it the right to elect five of the Company’s nine directors, and 27.5% ownership of the common shares, we believe it is particularly important in this case for independent directors to maintain their current position. In our view, in light of recent actions, the independent directors are more likely to act in the best interests of all shareholders than is the Cray family.”
If you have questions about how to vote your shares, or need additional assistance, please contact the firm assisting us in the solicitation of proxy votes:
Innisfree M&A Incorporated
Stockholders Call Toll-Free: (888) 750-5834
Banks and Brokers Call: (212) 750-5833
IMPORTANT
Vote the White Proxy Card today!
The Company’s proxy statement and annual report on Form 10-K for the year ended December 31, 2012, are available at the following website that can be accessed anonymously: http://ir.mgpingredients.com/annuals.cfm.
About MGP Ingredients
MGP is a leading independent supplier of premium spirits, offering flavor innovations and custom distillery blends to the beverage alcohol industry. The Company also produces high quality food grade industrial alcohol and formulates grain-based starches and proteins into nutritional, as well as highly functional, innovations for the branded consumer packaged goods industry. Distilled spirits are produced at facilities in the adjacent towns of Lawrenceburg and Greendale, Indiana. The Company is headquartered in Atchison, Kansas, where a variety of distilled alcohol products and food ingredients are manufactured. For more information, visit mgpingredients.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements as well as historical information. Forward-looking statements are usually identified by or are associated with such words as “intend,” “plan,” “believe,” “estimate,” “expect,” “anticipate,” “hopeful,” “should,” “may,” “will,” “could,” “encouraged,” “opportunities,” “potential” and/or the negatives of these terms or variations of them or similar terminology. They reflect management’s current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results and are not guarantees of future performance. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Investors should not place undue reliance upon forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, among others: (i) disruptions in operations at our Atchison or Indiana facilities, (ii) the availability and cost of grain and fluctuations in energy costs, (iii) the effectiveness of our hedging strategy, (iv) the competitive environment and related market conditions, (v)
the ability to effectively pass raw material price increases on to customers, (vi) the ability to effectively operate the Illinois Corn Processing, LLC (“ICP”) joint venture, (vii) our ability to maintain compliance with all applicable loan agreement covenants, (viii) our ability to realize operating efficiencies, (ix) actions of governments and (x) consumer tastes and preferences. For further information on these and other risks and uncertainties that may affect our business, including risks specific to our Distillery and Ingredient segments, see Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2012, as updated by Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013.
Important Additional Information
The definitive proxy statement, any other relevant documents and other materials filed with the SEC concerning the Company are available free of charge at www.sec.gov. For a copy of final definitive materials with respect to 2013 Annual Meeting, including Amendment No. 3 of the supplement to the proxy statement, please see http://ir.mgpingredients.com/annuals.cfm. Voting remains open to stockholders of record at the close of business on April 3, 2013. Stockholders should carefully read the definitive proxy statement, including supplements thereto, before making any voting decision.
The Company and its directors, director nominees, the Company’s chief executive officer and its chief financial officer (the “Participants”) may be deemed to be participants in the solicitation of proxies in connection with the 2013 Annual Meeting. Information regarding the Participants in the solicitation is more specifically set forth in the definitive proxy statement and the proxy statement supplement that were filed by the Company with the SEC and which are available free of charge from the SEC and the Company, as indicated above.
CONTACT: Investors & Analysts:
George Zagoudis, Investor Relations
913-360-5441 or george.zagoudis@mgpingredients.com
Media:
Shanae Randolph, Corporate Director of Communications
913-367-1480 or shanae.randolph@mgpingredients.com