Description of the Companys Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
Description of the Registrant's Securities
Registered Pursuant To Section 12 of the
Securities Exchange Act of 1934
As of February 1, 2020, Ingredion Incorporated (the "Company") has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), consisting of its common stock, par value $0.01 per share (the "Common Stock").
The following description of the Common Stock is a summary and does not purport to be complete. The description is subject to and qualified in its entirety by reference to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") and the Company's Amended Bylaws (the "Bylaws"), each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part. For complete information, you should refer to the texts of the Certificate of Incorporation and the Bylaws, as well as the relevant provisions of the General Corporation Law of the State of Delaware.
Authorized Capital Stock
The Company's authorized capital stock consists of 200,000,000 shares of Common Stock"" and 25,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Stock"). The outstanding shares of the Common Stock are fully paid and nonassessable.
Holders of Common Stock are entitled to one vote per share on all matters voted on by the stockholders, including the election of directors. The Common Stock does not have cumulative voting rights.
Each director to be elected by stockholders will be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present by the holders of shares present in person or represented by proxy and entitled to vote on the election of directors; provided that if the number of nominees for director exceeds the number of directors to be elected, the directors will be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors.
At all meetings of the stockholders, all matters, except for the election of directors, which will be decided as described above, and as otherwise provided in the Certificate of Incorporation, in the Bylaws, or by law, will be decided by the vote of the holders of a majority of the voting power of the outstanding shares of the capital stock of the Company entitled to vote thereon present in person or by proxy, a quorum being present.
Subject to the rights of holders of outstanding shares of Preferred Stock, if any, the holders of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Board of Directors in its discretion out of funds legally available for the payment of dividends.
Subject to the rights of holders of outstanding shares of Preferred Stock, if any, holders of Common Stock will share ratably in all assets legally available for distribution to the stockholders in the event of any dissolution, dissolution or winding up of the Company, whether voluntary or involuntary.
Other Rights and Preferences
The Common Stock has no sinking fund or redemption provisions or subscription, preemptive, conversion or exchange rights.
The Common Stock is traded on the New York Stock Exchange under the trading symbol "INGR."
Anti-Takeover Effects of Provisions of Certificate of Incorporation and Bylaws
The Certificate of Incorporation and the Bylaws contain provisions that could have the effect of delaying or deferring a change in control of the Company, including provisions that: