UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| |
|
| ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
| |
| (Address of principal executive offices) |
(Zip Code) |
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:
| |
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(s) |
Name of each exchange on which registered | ||
| |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 7.01 | Regulation FD Disclosure. |
Ingredion Incorporated (the “Company”) is hereby furnishing as an exhibit to this report a transcript of remarks by the Company’s President and Chief Executive Officer providing a customer update on COVID-19. The remarks will be presented in a video posted to the Company’s corporate website.
The remarks referred to above contain or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Actual results and developments may differ materially from the expectations expressed in or implied by such forward-looking statements because of risks and uncertainties, including the risks and uncertainties described in the Company’s annual report on Form 10-K for the year ended December 31, 2019 and the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K.
The information contained in Item 7.01 of this current report on Form 8-K, including Exhibit 99, is being “furnished” to the Securities and Exchange Commission, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, unless specifically identified as being incorporated therein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following documents are herewith furnished or filed as exhibits to this report:
| Exhibit |
Description | |||
| 99 |
||||
| 104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). | |||
2
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.
| Date: April 23, 2020 |
Ingredion Incorporated | |||||
| By: |
/s/ Janet M. Bawcom | |||||
| Janet M. Bawcom Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | ||||||
3
Exhibit 99
April 23, 2020
Transcript: President and CEO Jim Zallie Provides a Customer Update on COVID-19
Hello everyone. On behalf of Ingredion’s 11,000 global employees, it is a privilege to share with you another update today on our COVID-19 response efforts. Together, we are navigating a global health crisis of epic proportions, our thoughts are with everyone who has been impacted by this deadly virus. I’d like to start by paying tribute to those fighting this pandemic on the front lines, our health care workers, first responders, police officers, emergency workers, and all others in essential services caring for the sick and keeping us safe and working to help prevent this disease from spreading further. You all have our heartfelt appreciation.
I shared an update in late March about our COVID-19 response efforts. Since then, a lot has changed as governments, economies, and consumers around the world have been further impacted by the COVID-19 pandemic. Our real-time response efforts are being led and coordinated daily by Ingredion’s Pandemic Project Management Office which we created in early March. Today, I would like to share an update with you on three areas we remained focused on:
| 1. | Maintaining the Health and Safety of our Employees |
First, from the beginning, maintaining our employees’ health and safety has been our top priority. Ingredion has always been a company that fully embraces its “Care First” value. The fact that our strong safety culture has allowed us to operate at world class levels when it comes to minimizing injuries in the workplace, has enabled us to readily adopt protocols and take measures to protect employees’ health. We continue to take the advice and follow the guidelines of public health authorities for physical distancing combined with making available the necessary personal protective equipment combined with increased personal hygiene and sanitization as we keep our employees’ health and safety as well as that of our customers’ needs top of mind. I continue to be amazed by the work being done in our plants by our front line employees to fulfill our customers’ orders. Our employees are motivated by the responsibility to provide a steady supply of ingredients needed to maintain a safe and secure food supply for our nation. At this pivotal moment for our company, I would like to recognize the efforts of the front line workers in our plants who are going the extra mile and bringing to life our company’s purpose to make life better.
| 2. | Business Continuity Planning for our Customers |
Our second area of focus during this unprecedented time is business continuity planning on behalf of our customers. We are focused on ensuring the safety and integrity of the products we supply while maintaining the continuity of our operations. Our customers from large Consumer Product Goods companies to small emerging brands to midsized businesses are routinely hearing from Ingredion sales representatives. We are quickly adapting our customer experience and displaying agility by using new forms of digital technology to interact and stay even closer to our customers. I would like to personally thank the many customers who have taken the time to send notes or make calls of appreciation and support for the efforts we are making on their behalf. These have been shared widely in our company and have served as a source of inspiration to our employees.
In addition to working to ensure the steady supply, safety and integrity of our ingredients we have also:
| • | hosted virtual innovation days, |
| • | offered interactive webinars on timely topics with valuable consumer insights, |
| • | we are providing 24/7 online chat support with technical assistance, |
| • | and our Culinology Team is continuing its track record of innovation by creating original video content. |
One example that our U.S. business recently shared is how they quickly helped a customer reformulate their hand sanitizer application with a new texturizing solution, so they were able to get this in-demand product to consumers
during this crisis. Our dedicated teams continue to manage these customer requests guided by our core purpose and company values. I am immensely proud for how we have all come together and are finding deeper meaning in our work and engaging in creative ways to co-create with customers.
Our Pandemic Team continues to meet on a regular basis to monitor this rapidly evolving situation, manage the impacts across our global supply chain, keep our operations fully supported, and address any concerns. By working together with our customers throughout this challenging time we are sharing respective best practices and focusing on solid preparation and recovery planning. We are continuing to stay in close contact with our suppliers and customers. I’m pleased to say that in these days of pandemic, we are all learning how to be agile and work together.
| 3. | Proudly Serving our Communities |
And finally, across everyday life, across our communities, around the world, you will find Ingredion. We believe the aftermath of the pandemic will continue to demonstrate the need for governments and businesses to work together to find ways to protect the fragile balance between humanity and the environment. Ingredion stands ready to do its part. What we do affects lives everywhere. And, food is essential to our everyday lives and moments like this are a testament to our commitment.
On Earth Day of this year, we released our ninth annual Sustainability Report and launched a new sustainability vision with 2030 targets. As a leading food ingredients company, we are increasingly focusing our energies and efforts on new ways to operate and innovate as we grow our business globally. I am pleased that our sustainability results continue to drive environmental improvements within our communities especially at a time when we are witnessing school closures, job disruptions and people are turning to food banks for much-needed support. For the past eight years, we have worked with The Global FoodBanking Network and our donation this year, provided an additional 240,000 meals to people in need. It has been wonderful to see other countries in our Ingredion Family mobilize food donations to also assist in this effort. We are matching any donations made by our employees to approved charitable organizations through our existing HR program.
Our employee culture has never been more fully on display than through our Employee Value Proposition and its tagline– all IN! At Ingredion, we share an inspiring purpose – to make life better, for our colleagues, our customers, our communities, and the world. Our shared purpose energizes and motivates us to boldly innovate – imagine breakthrough solutions, advance new technology platforms, enable new business models, and improve daily work practices. At Ingredion, we are all IN together to Make Life Better.
We will continue to monitor the impacts of COVID-19 and will provide further commentary on our First Quarter 2020 Earnings Call scheduled for May 5th at 8am Central Time.
In the meantime, thank you, stay safe and healthy.
###