ATCHISON, KANSAS, U.S. — MGP Ingredients, Inc. announced on Dec. 3 that it has entered into a settlement agreement with the Cray Group on all issues related to the 2013 annual meeting and all related lawsuits.
Per the agreement, Chief Executive Officer Tim Newkirk has been terminated without cause effective as of Dec. 3. Simultaneously, Newkirk resigned from the board of directors of the company. The company, certain members of the board and certain members of the Cray Group have entered into a voting agreement with respect to shares of the company's preferred stock beneficially owned by the Cray Group.
The board will appoint Don Tracy and Randy Schrick to serve as interim co-CEOs following the 2013 annual meeting and until a new CEO is hired. Tracy has served as vice-president of finance and chief financial officer of MGP Ingredients, Inc. since November 2009. Schrick has served as vice-president of engineering for MGP since June 2009.
Pursuant to the voting agreement and subject to the terms and conditions therein, the board seat vacancy resulting from Newkirk's resignation will be filled by the new CEO to be hired in a CEO search to be conducted by the board.
The company will reconvene the annual meeting of stockholders at 9 a.m. Dec. 17, at the Theatre Atchison, 401 Santa Fe Street, Atchison, Kansas, U.S. April 3, 2013 will remain the record date for purposes of determining stockholders entitled to vote at the reconvened 2013 annual meeting.
The Cray Group will continue to hold proxies for the election of directors, governance proposals and the say-on-pay advisory vote reflected in its proxy statement and proxy card.
Pursuant to the voting agreement and on the terms and subject to the conditions set forth therein, the board has agreed to vote in favor of de-staggering the board and to submit to stockholders for approval at the company's 2014 annual meeting of stockholders an amendment to the company's articles of incorporation to de-stagger the board. On the terms and subject to the conditions set forth in the voting agreement, the Cray Group has agreed to elect the new CEO to the board at the company's 2014 annual meeting.
John Byom has notified the company that he is no longer willing to serve as a nominee of the company as a Group B director. The company does not intend to nominate a person for the Group B director position currently held by Byom, which is elected by holders of preferred stock.
The company and the board have also agreed that the company will not sell any assets, will not make any acquisitions of other companies or assets, and will not enter into any joint venture relationships of a material nature or outside of the ordinary course of business in the next 12 months without the approval of at least six members of the board.
All pending litigation between the parties, including cases pending in the Atchison County District Court, Johnson County District Court and the Kansas Court of Appeals will be dismissed. The Company will reimburse the Cray Group for all reasonable legal fees and out-of-pocket costs and expenses incurred in connection with the matters related to the annual meeting, including proxy solicitation expenses.
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