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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-25 · 46 added, 22 removed, 110 unchanged (38% of the section changed)

3 unchanged sentences

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have each concluded that our current disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

On April 1, 2021, we completed the merger with Luxco, Inc.

and its affiliated companies (“Luxco”).

We are currently integrating Luxco into our operations and internal control process and, pursuant to the Securities and Exchange Commission Staff interpretative guidance that assessment of a recently acquired business may be omitted from the scope of an assessment for a period not to exceed one year from the date of the Merger, the scope of our assessment of our internal controls over financial reporting at December 31, 2021 does not include Luxco.

REPORT ON INTERNAL CONTROLS

2 unchanged sentences

CHANGES IN INTERNAL CONTROLS

There has been no change in the Company’s internal control over financial reporting required by Exchange Act Rule 13a-15 that occurred during 2020 that has materially affected, or is reasonably likely to materially affect MGP Ingredients, Inc.’s internal control over financial reporting.

Except for internal controls related to integration activities associated with our merger with Luxco, there has been no change in the Company’s internal control over financial reporting required by Exchange Act Rule 13a-15 that occurred during 2021 that has materially affected, or is reasonably likely to materially affect MGP Ingredients, Inc.’s internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

28 unchanged sentences

• Management’s Report on Internal Control over Financial Reporting.

• Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements and Internal Control over Financial Reporting.

• Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements and Internal Control over Financial Reporting (Audit Firm ID 185 ).

• Consolidated Statements of Income – Years Ended December 31, 2021, 2020, and 2019.

16 unchanged sentences

4.1 Credit Agreement between MGP Ingredients, Inc.

and Wells Fargo Bank, National Association, dated August 23, 2017 (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on August 24, 2017 (File number 000-17196))

4.2 Credit Agreement between MGP Ingredients, Inc.

and Wells Fargo Bank, National Association, dated February 14, 2020 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed February 18, 2020 (File number 000-17196))

1 unchanged sentence

1 to Credit Agreement between MGP Ingredients, Inc.

and Wells Fargo Bank, National Association, dated January 25, 2021

and Wells Fargo Bank, National Association, dated January 25, 2021 (Incorporated by reference to Exhibit 4 .3 of the Company ’ s Annual Report on Form 10-K filed February 25, 2021 (File number 000-171 96))

4.3** Amendment No.

2 to Credit Agreement between MGP Ingredients, Inc.

and Wells Fargo Bank, National Association, dated May 14 , 2021 (Incorporated by reference to Exhibit 10.

1 of the Company’s Current Report on Form 8 -K filed Ma y 20 , 2021 (File number 000-17196))

4.4 Note Purchase and Private Shelf Agreement between MGP Ingredients, Inc., PGIM, Inc., and certain purchasers affiliated with PGIM, Inc., dated August 23, 2017 (Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on August 24, 2017 (File number 000-17196))

3 unchanged sentences

4.7 Third Amendment to Note Purchase and Private Shelf Agreement between MGP Ingredients, Inc.

and certain noteholders affiliated with PGIM, Inc., dated January 25, 2021

and certain noteholders affiliated with PGIM, Inc., dated January 25, 2021 ((Incorporated by reference to Exhibit 4 .

7 of the Company’s Annual Report on Form 10-K filed February 25, 2021 (File number 000-17196))

4.8 Fourth Amendment to Note Purchase and Private Shelf Agreement between MGP Ingredients, Inc.

and certain noteholders affiliated with PGIM, Inc., dated May 14, 2021 ((Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed May 20, 2021 (File number 000-17196))

4.9 Notice of Shelf Notes Upsize Authorization dated July 29, 2021 between PGIM, Inc.

and MGP Ingredients, Inc.

((Incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q filed August 4, 2021 (File number 000-17196))

4.10 Indenture, dated November 16, 2021, among MGP Ingredients, Inc., the subsidiary guarantors and U.S.

Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed November 16, 2021 (File number 000-17196))

4.11 Form of 1.875% Convertible Senior Note due 2041 (included as Exhibit A to Exhibit 4.10 above).

4.12** Description of Registrant's Securities

10.1* First Amended and Restated MGP Ingredients, Inc.

Short-Term Incentive Plan (For 2012 and Subsequent Years) (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed December 19, 2012 (File number 000-17196))

10.2* First Amendment to the First Amended and Restated MGP Ingredients, Inc.

Short-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on August 9, 2013 (File number 000-17196))

10.1* ** The MGP Ingredients, Inc.

Short-Term Incentive Plan for years beginning January 1, 2022

10.2* MGP Ingredients, Inc.

3 unchanged sentences

10.4* Compensation Claw Back Policy (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed December 12, 2011 (File number 000-17196))

10.6* Employment Agreement between Augustus C.

Griffin and MGP Ingredients, Inc.

entered into and effective as of October 31, 2017 (Incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the Quarter ended September 30, 2017 (File number 000-17196))

10.5* MGPI Processing, Inc.

3 unchanged sentences

entered into February 7, 2020 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed February 11, 2020 (File number 000-17196))

10.7 Shareholders Agreement, dated as of April 1, 2021, by and among MGP Ingredients, Inc.

and certain shareholders of MGP Ingredients, Inc.

(Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed April 1, 2021 (File number 000-17196))

10.8 Registration Rights Agreement, dated as of April 1, 2021, by and among MGP Ingredients, Inc.

and certain shareholders of MGP Ingredients, Inc.

(Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed April 1, 2021 (File number 000-17196))

10.9 Net Lease, dated as of April 1, 2021, by and among Kemper-Themis, L.L.C., Luxco, Inc.

and Donn Lux (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed April 1, 2021 (File number 000-17196))

10.10* Consulting Agreement dated as of April 15, 2021 between MGP Ingredients, Inc.

and David Rindom ( Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10 - Q filed August 4 , 2021 (File number 000-17196))

10.11 Noncompetition and Nonsolicitation Agreement dated January 22, 2021 between Donn S.

Lux and MGP Ingredients, Inc.

( Incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10 - Q filed August 4 , 2021 (File number 000-17196))

10.12* ** Amended and Restated Executive Severance Plan dated December 14, 2021

10.13* Form of Agreement as to Award of Restricted Stock Units Granted Under the 2014 Equity Incentive Plan ( Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed May 5 , 2021 (File number 000-17196))

21** Subsidiaries of the Company

26 unchanged sentences

Gall Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 24, 2022

Bareuther Director February 25, 2021

/s/ Lori L.S.

Mingus Director February 25, 2021

/s/ Terrence P.

Dunn Director February 25, 2021

Clark Director February 24, 2022

/s/ Anthony P.

Foglio Director February 24, 2022

/s/ Thomas A.

Gerke Director February 24, 2022

Donn Lux Director February 24, 2022

/s/ Lori L.S.

Mingus Director February 24, 2022

Rauckman Director February 24, 2022

/s/ Karen Seaberg

2 unchanged sentences

Jeannine Strandjord Director February 24, 2022

/s/ Lynn Jenkins

Lynn Jenkins Director February 25, 2021

/s/ Kerry Walsh Skelly

Kerry Walsh Skelly Director February 25, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures