UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 1912, ~~2024~~2025

MGP Ingredients, Inc.

(Exact name of registrant as specified in its charter)


Kansas	0-17196	45-4082531
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Cray Business Plaza

100 Commercial Street

Box 130

Atchison, Kansas 66002

(Address of principal executive offices) (Zip Code)

(913) 367-1480

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	MGPI	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~December~~February 2012, ~~2024~~2025, ~~MGP~~the ~~Ingredients,~~Human ~~Inc.~~Resources and Compensation Committee (the “~~Company~~Committee”) ~~announced~~of the ~~appointment~~Board of ~~Brandon~~Directors M.of ~~Gall~~MGP Ingredients, Inc. (the “Company’s”) ~~Vice~~approved ~~President~~the ofCompany’s ~~Finance~~amended and ~~Chief~~restated ~~Financial~~Short ~~Officer~~Term ~~and~~Incentive ~~Treasurer,~~Plan to (the ~~additional position of Interim President and Chief Executive Officer~~“STIP”), effective January 1, 2025~~. Mr. Gall will succeed David S. Bratcher~~, ~~whose~~which ~~service as Chief Executive Officer and President, and employment with the Company,~~ will ~~end~~remain atin ~~the~~effect ~~close~~until ofamended ~~business~~or onterminated. ~~December~~The ~~31,~~STIP ~~2024,~~is ~~under~~a ~~circumstances~~broad-based ~~entitling~~plan ~~him~~designed to ~~severance~~motivate ~~benefits~~and ~~under~~reward ~~his employment agreement. Mr. Bratcher has also resigned from his service on~~ the Company’s ~~Board~~employees ofby ~~Directors~~paying ~~(the~~incentive ~~“Board”)~~awards ~~effective~~based aton the ~~close~~achievement of ~~business~~designated onperformance ~~December~~goals ~~31,~~during ~~2024. Following~~annual ~~his~~performance ~~separation from the Company, Mr~~periods. ~~Bratcher plans to retire. The Company is commencing a search, including internal and external candidates, for a permanent successor President and Chief Executive Officer.~~

Executive officers and certain non-union employees are eligible to participate in the STIP. The Company ~~also~~will ~~announced~~select ~~that~~participants ~~Donn~~and ~~Lux~~establish incentive award target amounts for each participant other than executive officers. The Committee will determine whether and which executive officers will participate in the STIP and establish incentive award target amounts for executive officers. Each year, the Committee will establish the STIP performance goals for all participants. The Company will establish a ~~current~~cash ~~member~~bonus pool of at least 80% of the ~~Board,~~collective ~~will~~bonuses ~~succeed~~that ~~Karen~~would ~~Seaberg~~be required to be paid to all participants under the STIP as ~~Chairman~~a result of the ~~Board,~~Company’s ~~effective~~actual ~~January~~performance 1,during ~~2025~~the performance period without regard to any adjustments made after December 31 of the performance period. ~~Ms.~~ ~~Seaberg~~Following the completion of each annual performance period, the Committee will ~~remain~~determine the extent to which the STIP performance goals have been achieved and the amount of cash bonuses to be paid. The entire cash bonus pool, at a ~~director~~minimum, must be paid out to participants. The Committee may delegate all or part of its authority under the Plan to one or more directors or officers of the Company, provided that the Committee may not delegate its responsibility to make STIP awards to executive officers.

MrA participant must be employed by the Company or its affiliates through the date that awards are paid. ~~Gall~~However, ~~age~~if ~~43,~~a ~~has~~participant’s ~~served~~termination asis due to death or disability, the Company’s ~~Chief~~will ~~Financial~~pay ~~Officer~~a ~~and~~prorated ~~Vice~~or ~~President~~full award, depending on the time of ~~Finance~~termination, ~~since~~based ~~April~~on ~~2019~~actual performance. In the event that a change in control occurs and asa ~~Treasurer~~participant’s ~~since~~termination ~~May~~of ~~2023. Mr.~~employment ~~Gall~~without ~~joined~~cause occurs following the ~~Company~~change in ~~2012. He~~control ~~previously~~in ~~served~~the assame ~~the~~performance ~~Company’s~~period ~~Corporate~~(or ~~Controller~~a ~~from~~termination ~~June~~without ~~2018~~cause tooccurs ~~March~~after ~~2019,~~the ~~Director~~end of ~~Supply~~the ~~Chain~~performance ~~and~~period ~~New~~but ~~Business~~before ~~Development~~the ~~Finance~~date ~~from~~awards ~~May~~are ~~2014~~paid), tothe ~~May~~participant ~~2018~~will be entitled to receive, subject to the participant’s execution and ~~Director~~non-revocation a release of ~~Financial~~claims, ~~Planning~~any unpaid award with respect to a completed performance period that precedes the termination date and ~~Analysis~~a ~~from~~pro-rated ~~January~~award ~~2012~~based toon ~~April~~the ~~2014~~Company’s actual performance for the performance period occurring when the change in control takes place.

InThe ~~connection with this transition, the Human Resources and Compensation Committee of the~~ Company’s ~~Board~~clawback ofpolicy ~~Directors~~will ~~(the~~apply “Committee”) approved the following compensation for Mr. Gall, which is set forth in a letter agreement between the Company and Mr. Gall (the “Interim Service Agreement”): (i) an increase in base salary to ~~$525,000,~~awards ~~(ii)~~granted aunder ~~target short-term incentive award for 2025 equal to 100% of his base salary set forth above, pro-rated for~~ the period of his interim service, (iii) a one-time $100,000 supplemental cash incentive payment, and (iv) a one-time special restricted stock unit (“RSU”) award valued at $525,000 that vests on the second anniversary of the date of grant and that will continue to vest in the event of an involuntary termination without cause or resignation for good reasonSTIP. ~~Mr. Gall’s long-term incentive target award opportunity will continue to be 115% of his base salary.~~

To facilitate a smooth transition, the Company and Mr. Bratcher entered into a letter agreement pursuant to which Mr. Bratcher agreed to provide certain transition services (the “Transition Agreement”). The ~~Transition~~foregoing ~~Agreement~~description ~~also~~of ~~describes~~ the ~~payments~~STIP ~~and benefits Mr. Bratcher is entitled to receive, pursuant to the terms of his employment agreement, in connection with his separation, provided that he signs and~~ does not ~~rescind~~purport ~~a release in favor of the Company. The Company also agreed~~ to ~~reimburse~~be ~~Mr.~~complete ~~Bratcher~~and ~~for~~is ~~the~~qualified ~~cost of continued health insurance for up to six months~~ in ~~exchange~~its ~~for~~entirety ~~Mr.~~by ~~Bratcher’s~~reference ~~agreement~~ to the ~~terms~~full text of the ~~Transition~~STIP, ~~Agreement~~which ~~and~~is ~~the~~filed ~~release,~~as ~~including~~Exhibit Mr10.1 ~~Bratcher’s~~hereto, ~~agreement~~and ~~not~~is toincorporated ~~compete~~herein ~~with~~by ~~the Company through February 14, 2027~~reference.

In addition, on December 19, 2024, the Committee approved a new form of Restricted Stock Unit Award Agreement (the “Award Agreement”) with respect to the granting of RSUs under the MGP Ingredients, Inc. 2024 Equity Incentive Plan. The Award Agreement provides for dividend equivalents, and each unit represents the right to receive a share of the Company’s common stock once the award vests. RSUs under the Award Agreement vest based on service; however, vesting will accelerate in the event of death, disability, retirement, or a termination without cause or for good reason within 18 months following a change in control.

The foregoing descriptions of the Interim Service Agreement, the Transition Agreement, and the Award Agreement are qualified by reference to the full text of the agreements, which are filed as Exhibits 10.1, 10.2, and 10.3 hereto, respectively, and are incorporated herein by reference.

Attached as Exhibit 99.1 is a press release announcing the foregoing leadership transitions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
10.1						~~Interim Service Agreement between Brandon M. Gall and~~ MGP Ingredients, Inc. ~~dated~~Short asTerm ofIncentive ~~December 19, 2024~~Plan
10.2						Transition Agreement between David S. Bratcher and MGP Ingredients, Inc. dated as of December 19, 2024
10.3						Form of Restricted Stock Unit Award Agreement under the 2024 Equity Incentive Plan
99.1						Press Release dated December 20, 2024
104						The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline Extensible Business Reporting Language)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MGP INGREDIENTS, INC.

Date: December 20, 2024	By:	/s/ Brandon M. Gall
Date: February 13, 2024	By:	/s/ Brandon M. Gall
		Brandon M. Gall, Vice President, Finance and Chief Financial Officer
		Brandon M. Gall, Interim President and Chief Executive Officer; Vice President, Finance and Chief Financial Officer

Filing Compare · MGP INGREDIENTS INC