Mgp Ingredients, Inc. · NASDAQ:MGPI

Mgp Ingredients — Proxy Contest (August 2013)

14 slides from Mgp Ingredients's proxy contest presentation, Aug 1, 2013

  1. Slide 1: Cray Group Meeting with Institutional Shareholder Services (ISS) July 26, 2013

    Cray Group Meeting with Institutional Shareholder Services (ISS) July 26, 2013

  2. Slide 2: Overview of Director Nominees: John R. Bridendall

    Since 2007 served as President of Bridendall & Co., a provider of advisory services to beverage alcohol industry participants. From 2001 to 2007, Mr. Bridendall served as Executive Vice President, Finance and Administration for Jackson Enterprises, Jackson Wine Estates International, and Kendall-Jac

  3. Slide 3: Overview of Director Nominees: M. Jeannine Strandjord

    Over 40 years of financial management experience and was employed in three different and diverse industries after starting in public accounting on the audit staff of Ernst and Whinney in 1968. For 20 years, beginning in 1985, she held several senior financial and related senior management roles at S

  4. Slide 4: Overview of Director Nominees: Cloud L. Cray, Jr.

    Has been a director of MGP Ingredients since 1957. He served as Chairman of the Board from 1980 until 2006 and as Chief Executive Officer from 1980 to September, 1988, and has been an officer or director of the Company for more than 50 years. Mr. Cray has been retired since serving as the Company's

  5. Slide 5: New CEO and Chairman needed to execute the strategic plan

    We support execution of the Company's current strategic plan, but we believe a new CEO and a new Chairman of the Board are needed to successfully execute that plan. Other executives of the Company can oversee execution of the strategic plan while an executive search is conducted to retain a new high

  6. Slide 6: Company has not kept pace with operating performance of competitors

    The Company has not kept pace with the operating performance of its competitors. The Company incurred operating losses of $4.102 million in 2011 (which reflects the unaudited, combined results for the six months ended June 30, 2011 and the six-month transition period (on changing the fiscal year end

  7. Slide 7: Company-Selected Peer Comparison - TSRs

    Company- Selected Peer Comparison - TSRs 7 Ticker 1 Year 3 Year 5 Year ADM (1.83203) (6.52284) (34.644) PENX 44.742 (15.42) (70.6282) BEAM 20.94783 91.11706 20.99447 INGR 24.53354 130.52 90.61071 VLO 66.17012 113.6795 (46.3892) MGPI (31.5528) (54.2379) (62.3131) Comparisons with competitors, as list

  8. Slide 8: Company-Selected Peer Comparison – Share Price

    Company- Selected Peer Comparison – Share Price 8 Company 2012 2010-2012 2008-2012 Archer Daniels Midland (ADM) (2.835%) (7.008%) (32.962%) Penford Corporation (PENX) 47% (21.558%) (70.073%) Ingredion Incorporation (INGR) 27.293% 127.049% 93.178% Valero (VLO) 67.117% 100.13% (45.932%) Beam (BEAM) 21

  9. Slide 9: Company-Selected Peer Comparison – Operating Income

    Company- Selected Peer Comparison – Operating Income 9 Company 2012 2011 2010 2009 2008 Archer Daniels Midland (ADM)(1) $89,038,000 $80,676,000 $61,682,000 $69,207,000 $69,816,000 Penford Corporation (PENX) $10,059 $4,445 ($4,860) ($6,449) ($10,808) Ingredion Incorporation (INGR) $668,000 $671,000 $

  10. Slide 10: Share Price Market Comparisons

    Share Price Market Comparisons 10 Company 2012 2010-2012 2008-2012 Market Best Practices Benchmarks Krispy Kreme (KKD) 43.865% 213.712% 203.560 Constellation (STZ) 70.719% 119.541% 50.724% AB-InBev NV (BUD) 43.173% 70.090% 139.116%(1) Hershey (HSY) 21.557% 115.297% 114.779% Brown-Forman (BF-B) 19.55

  11. Slide 11: Operating Income Market Comparisons

    Operating Income Market Comparisons 11 Company 2012 2011 2010 2009 2008 Krispy Kreme (KKD) $37,729 $25,567 $15,155 $11,774 $4,761 Constellation (STZ) $522,900 $486,500 $502,500 $311,500 $29,600 AB-InBev NV (BUD)* $12,733,000 $12,329,000 $10,897,000 Hershey (HSY) $1,111,148 $1,055,028 $905,298 $761,5

  12. Slide 12: CEO and Other Directors seeking control through litigation over Voting Trust

    The CEO and the Other Directors, and not Karen Seaberg, are the ones seeking to obtain control of the Company through litigation filed in the District Court of Johnson County, Kansas which seeks to have the current Cray family members (Karen Seaberg, Tom Cray and Cloud Cray) removed as Voting Truste

  13. Slide 13: No transaction or personal gain for Karen Seaberg from the proxy contest

    Neither the July 12 Letter nor the Company Supplement describe any transaction or personal gain that Karen will receive, even if we are successful in this Proxy Contest, for the simple reason that there is none. Karen’s motivation is solely to protect the best interests of all stockholders and other

  14. Slide 14: Stockholders' right to elect directors and governance reforms

    The most fundamental and important governance right of all is the right of stockholders to elect directors. They possess this right because they are the owners of the Company and directors and management are supposed to operate the Company in the best interests of stockholders and not to promote the

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