ATCHISON, KANSAS, U.S. — MGP Ingredients, Inc. announced on June 18 that it anticipates further delay in reconvening its annual meeting of stockholders.
The meeting was called to order on May 23, but was adjourned due to a lack of quorum caused by the revocation of proxies by certain preferred stockholders, including the MGP Ingredients, Inc. Voting Trust u/a/d Nov. 16, 2005, as amended (the “Voting Trust”). While there was a quorum of common stockholders at the meeting, a quorum of preferred stockholders was also required in order to continue.
Before the company may successfully attempt to reconvene the meeting, it will need to determine whether actions taken by the Voting Trust with respect to the meeting held on May 23, and the ability of a majority of the preferred stock to take action at any reconvened meeting, are valid and properly authorized under the terms of the Voting Trust and applicable law.
The Voting Trust holds approximately 75% of the company’s outstanding preferred stock, and so to achieve a quorum of preferred stock at the meeting the shares of preferred stock held by the Voting Trust need to be validly and properly represented at the meeting.
A dissident group has filed proxy materials seeking, among other things, changes in the company’s board membership and its chief executive officer. The company intends to address the opinions expressed by the dissident shareholders. The company also looks forward to presenting the merits of its strategy, including progress on various initiatives, so that stockholders will have the opportunity to make fully informed decisions.
The company will provide notice in the future as to the time and place of a recommencement of the meeting. Voting remains open to stockholders of record at the close of business on April 3, , though voting through certain electronic means may be inaccessible until such time as a new time and place for the meeting has been established. Shareholders who have already voted need not submit another vote unless they wish to change their votes.
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