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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): April 24, 2020
Kellogg Company
(Exact name of registrant as specified in its charter)
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Delaware | | 1-4171 | | 38-0710690 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of principal executive offices, including zip code)
(269) 961-2000
(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 (see General Instruction A.2 below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $.25 par value per share | K | New York Stock Exchange |
1.750% Senior Notes due 2021 | K 21 | New York Stock Exchange |
0.800% Senior Notes due 2022 | K 22A | New York Stock Exchange |
1.000% Senior Notes due 2024 | K 24 | New York Stock Exchange |
1.250% Senior Notes due 2025 | K 25 | New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter). |
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☐ | Emerging growth company | | |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange |
Act. | ☐ | | |
Item 5.07. Submission of Matters to a Vote of Security Holders.
a) On April 24, 2020, Kellogg Company held its Annual Meeting of Shareowners.
b) Stephanie Burns, Steve Cahillane, Richard Dreiling and La June Montgomery Tabron were re-elected for a three-year term.
Six matters were voted on at the 2020 Annual Meeting: the re-election of the four directors described in (b) above; an advisory resolution to approve executive compensation; the ratification of PricewaterhouseCoopers LLP ("PwC") as the Company’s independent registered public accounting firm for fiscal year 2020; the approval of the amendment and restatement of the Kellogg Company 2002 Employee Stock Purchase Plan; a management proposal to declassify the board of directors; and a shareowner proposal to adopt simple majority vote.
The final results of voting on each of the matters submitted to a vote of Shareowners are as follows:
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1. Election of Directors | | For | | Against | | Abstentions | | Broker Non-Votes |
1a. Stephanie Burns | | 275,734,014 |
| | 1,800,009 |
| | 358,725 |
| | 27,243,756 |
1b. Steve Cahillane | | 256,153,328 |
| | 20,854,317 |
| | 885,103 |
| | 27,243,756 |
1c. Richard Dreiling | | 272,658,007 |
| | 4,759,042 |
| | 475,699 |
| | 27,243,756 |
1d. La June Montgomery Tabron | | 276,102,012 |
| | 1,277,582 |
| | 513,154 |
| | 27,243,756 |
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| | For | | Against | | Abstentions | | Broker Non-Votes |
2. Advisory resolution to approve executive compensation was approved | | 268,621,828 |
| | 8,434,502 |
| | 836,418 |
| | 27,243,756 |
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| | For | | Against | | Abstentions | | |
3. Ratification of PwC as the Company's independent registered public accounting firm was approved | | 296,166,082 |
| | 8,362,346 |
| | 608,076 |
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| | For | | Against | | Abstentions | | Broker Non-Votes |
4. Amendment and restatement of the Kellogg Company 2002 Employee Stock Purchase Plan was approved | | 275,599,799 |
| | 1,607,095 |
| | 685,854 |
| | 27,243,756 |
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| | For | | Against | | Abstentions | | Broker Non-Votes |
5. Management proposal to declassify board of directors was not approved | | 185,993,701 |
| | 91,064,651 |
| | 834,396 |
| | 27,243,756 |
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| | For | | Against | | Abstentions | | Broker Non-Votes |
6. Shareowner proposal to adopt simple majority vote was approved | | 146,108,898 |
| | 130,741,796 |
| | 1,042,054 |
| | 27,243,756 |
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 hereunto duly authorized.
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| KELLOGG COMPANY |
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Date: April 29, 2020 | /s/ Gary H. Pilnick |
| Name: | | Gary H. Pilnick |
| Title: | | Vice Chairman |