This excerpt taken from the MGPI DEF 14A filed Sep 18, 2009.
2004 STOCK INCENTIVE PLAN
The Board of Directors recommends that stockholders approve the Plan Amendments (as defined below) to the MGP Ingredients 2004 Stock Incentive Plan (the Plan). The affirmative vote of the holders of a majority of the shares of Preferred Stock and of the holders of a majority of the shares of Common Stock present in person or by proxy at the meeting and entitled to vote thereat is required for approval of the Plan Amendments. For this purpose, abstentions will be counted as a vote against the Plan Amendments but broker non-votes will not be counted.
The Companys executive officers who are full-time employees (including directors who are also executive officers) are eligible to participate in the Plan and are expected to receive awards if the Plan Amendments are approved. Therefore, such executive officers may be deemed to have an interest in the Plan Amendments.
The Plan Amendments, certain information about proposed awards and a summary of the Plan, after giving effect to the Plan Amendments, are set forth below. A copy of the entire Plan, as proposed to be amended, is attached as Exhibit A.