Cloud Cray re-elected to MGPI board of directors

by Eric Schroeder
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ATCHISON, KAS. — Cloud L. “Bud” Cray Jr. has been re-elected to MGP Ingredients, Inc.’s board of directors by holders of the company’s preferred stock, while John Bridendall and Jeannine Strandjord were elected to the board by holders of MGPI’s common stock and preferred stock, respectively. The terms of all three directors expire in 2016. The company’s annual meeting of stockholders was held on Dec. 17.

Stockholders also ratified the appointment of KPMG LLP as the company’s independent registered public accounting firm for the year ending Dec. 31.

The annual meeting was delayed as a result of the proxy contest initiated by Karen Seaberg, Laidacker M. Seaberg, Cloud L. Cray Jr., Cray Family Management L.L.C., and Cray MGP Holdings LP (the Cray Group). Certain issues related to the proxy contest were settled before the annual meeting as set forth in the company’s current report on Form 8-K filed with the Securities and Exchange Commission on Dec. 6. At the annual meeting, the stockholders voted on the proposals presented in the Cray Group’s proxy statement filed with the S.E.C. on July 10. The following proposals were approved:

1. To amend the company’s bylaws to provide for confidential voting at the annual meeting and at future stockholder meetings.

2. An advisory vote urging the board to amend the company’s articles of incorporation to de-stagger the board, which would have the effect of requiring the annual election of all directors and allowing any director to be removed with or without cause by stockholders.

3. To amend the company’s bylaws to provide a right for stockholders holding 10% or more of the outstanding common stock or outstanding preferred stock to call a special meeting of stockholders.

4. To amend the bylaws to require any vacancies on the board to be filled only by the stockholders and not by the board.

5. To repeal any provision of or amendments to the bylaws adopted by the board without the approval of a majority of the shares of common stock and preferred stock voting thereon after April 3, 2013, and on or before the date of the annual meeting.

“I am confident that we can work together as a board and management team to instill positive change and realize the great potential we have with our markets, our products, our people and the communities in which our plants are located,” Mr. Cray said.
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