PENX (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2015

Penford Corporation

(Exact name of registrant as specified in its charter)

303-649-1900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 5.07: Submission of Matters to a Vote of Security Holders

A special meeting of shareholders of Penford Corporation (“Penford”) was held on January 29, 2015 (the “Special Meeting”). At the Special Meeting, Penford’s shareholders approved the proposal to adopt the previously announced Agreement and Plan of Merger, dated as of October 14, 2014 (as it may be amended from time to time, the “Merger Agreement”), by and among Penford, Ingredion Incorporated (“Ingredion”) and Prospect Sub, Inc., a wholly owned subsidiary of Ingredion (“Merger Sub”). The Merger Agreement provides for the merger of Merger Sub with and into Penford, as a result of which Penford would become 100% owned by Ingredion. The shareholders of Penford also approved, on an advisory (non-binding) basis, the merger-related compensation that will or may be paid by Penford to its named executive officers in connection with the merger. Penford shareholders also voted to approve the adjournment of the Special Meeting to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Merger Agreement or if otherwise deemed necessary or appropriate by Penford; adjournment of the Special Meeting was not necessary because there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement.

At the Special Meeting, holders of 11,052,617 shares of Penford’s common stock, which represents approximately 86.43% of the shares of Penford’s common stock outstanding and entitled to vote as of the record date of December 23, 2014, were represented in person or by proxy.

The final voting results for each proposal, each of which is described in greater detail in Penford’s definitive proxy statement filed with the Securities and Exchange Commission on December 29, 2014, as amended, follow below:

Item 8.01 Other Events.

On January 29, 2015, Penford issued a press release announcing the results of the shareholder votes at the Special Meeting. The full text of the press release, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.1

PENFORD STOCKHOLDERS APPROVE MERGER AGREEMENT WITH INGREDION

CENTENNIAL, CO, January 29, 2015 – Penford Corporation (Nasdaq:PENX), a leader in ingredient systems for food and industrial markets, today announced that its shareholders voted to approve the previously announced Agreement and Plan of Merger with Ingredion Incorporated (NYSE:INGR) and Prospect Sub, Inc., a wholly owned subsidiary of Ingredion, under which Ingredion will acquire all of the outstanding shares of Penford for $19.00 in cash per share. The transaction has been approved by the Boards of Directors of both companies and is valued at approximately $340 million in the aggregate. Of the Penford shares voted at the special shareholders meeting held earlier today, more than 99% were voted in favor of the merger.

The transaction closing remains subject to regulatory approvals (including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976) and other customary closing conditions. Upon completion of the transaction, Penford Corporation will become a wholly-owned subsidiary of Ingredion Incorporated.

About Penford Corporation

Penford Corporation develops, manufactures and markets specialty ingredient systems for a variety of food and industrial products. Penford operates six manufacturing facilities and three research and development centers in the United States.

About Ingredion Incorporated

Ingredion Incorporated is a leading global ingredients solutions provider specializing in nature-based sweeteners, starches and nutrition ingredients. With customers in more than 100 countries, Ingredion serves approximately 60 diverse sectors in food, beverage, brewing, pharmaceuticals and other industries.

Forward-Looking Statements

The statements contained in this release that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements can be identified by the use of words such as “believes,” “may,” “will,” “looks,” “should,” “could,” “anticipates,” “expects,” or comparable terminology or by discussions of strategies or trends. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve substantial risks and uncertainties that could significantly affect expected results. Actual future results could differ materially from those described in such forward-looking statements, and the Company does not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Among the factors that could cause actual results to differ materially are the risks and uncertainties discussed in this release and those described from time to time in other filings with the Securities and Exchange Commission which include, but are not limited to: factors relating to the proposed merger with Ingredion Incorporated; competition; the possibility of interruption of business activities due to equipment problems, accidents, strikes, weather or other factors; product development risk; changes in corn and other raw material prices and availability; the Company’s inability to comply with the terms of instruments governing the Company’s debt; changes in general economic conditions or developments with respect to specific industries or customers affecting demand for the Company’s products, including changes in government rules or incentives affecting ethanol consumption, unfavorable shifts in product mix; unanticipated costs, expenses or third party claims; impairment of the Company’s long-lived assets that could result in a noncash charge to reported earnings; interest rate, chemical and energy cost volatility; changes in returns on pension plan assets and/or assumptions used for determining employee benefit expense and obligations; unforeseen developments in the industries in which Penford operates; and other factors described in the “Risk Factors” section in reports filed with the Securities and Exchange Commission.

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