0001225208-23-009348.txt : 20231004 0001225208-23-009348.hdr.sgml : 20231004 20231004171542 ACCESSION NUMBER: 0001225208-23-009348 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231002 FILED AS OF DATE: 20231004 DATE AS OF CHANGE: 20231004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOOD CHRISTOPHER M CENTRAL INDEX KEY: 0001673522 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04171 FILM NUMBER: 231308909 MAIL ADDRESS: STREET 1: ONE KELLOGG SQUARE STREET 2: PO BOX 3599 CITY: BATTLE CREEK STATE: MI ZIP: 49016-3599 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KELLANOVA CENTRAL INDEX KEY: 0000055067 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 380710690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 412 N WELLS ST CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 2699612000 MAIL ADDRESS: STREET 1: 412 N WELLS ST CITY: CHICAGO STATE: IL ZIP: 60654 FORMER COMPANY: FORMER CONFORMED NAME: KELLOGG CO DATE OF NAME CHANGE: 19920703 4 1 doc4.xml X0508 4 2023-10-02 0000055067 KELLANOVA K 0001673522 HOOD CHRISTOPHER M ONE KELLOGG SQUARE P O BOX 3599 BATTLE CREEK MI 49016-3599 1 Senior Vice President 0 Common 45897.1326 D Restricted Stock Units 2026-02-17 2026-02-17 Common 11695.0000 11695.0000 D Restricted Stock Units 2025-02-18 2025-02-18 Common 11382.0000 11382.0000 D Restricted Stock Units 2024-02-19 2024-02-19 Common 14826.0000 14826.0000 D Stock Option 50.1800 2029-02-22 Common 87666.0000 87666.0000 D Stock Option 51.2300 2031-02-19 Common 67123.0000 67123.0000 D Stock Option 56.6900 2025-02-20 Common 38779.0000 38779.0000 D Stock Option 57.9600 2030-02-21 Common 56970.0000 56970.0000 D Stock Option 61.6200 2028-02-16 Common 54268.0000 54268.0000 D Stock Option 64.4800 2027-02-17 Common 48389.0000 48389.0000 D Stock Option 66.8000 2026-02-19 Common 55399.0000 55399.0000 D Excludes dividends reinvested after January 1, 2023. Each restricted stock unit represents a contingent right to receive one share of Kellogg common stock. The restricted stock units vest on February 17, 2026, the third anniversary of the grant date. On October 2, 2023, Kellanova (f/k/a Kellogg Company) ("Kellanova") completed a prorata spinoff distribution ("Distribution") of all of its shares of WK Kellogg Co. In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of September 29, 2023 by and between Kellanova and WK Kellogg Co, equity awards held by the Reporting Person, and where applicable, exercise prices, were equitably adjusted. The restricted stock units vest on February 18, 2025, the third anniversary of the grant date. The restricted stock units vest on February 19, 2024, the third anniversary of the grant date. The option vests in three equal annual installments beginning February 22, 2020. The option vests in three equal annual installments beginning February 19, 2022. The option vests in three equal annual installments beginning February 20, 2016. The option vests in three equal annual installments beginning February 21, 2021. The option vests in three equal annual installments beginning February 16, 2019. The option vests in three equal annual installments beginning February 17, 2018. The option vests in three equal annual installments beginning February 19, 2017. John Min, Attorney-in-Fact 2023-10-04 EX-24 2 hood_poa.txt POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of John Min, Todd W. Haigh, Lindsay Schwarz and Sarah Hesse or either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Kellogg Company (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and/or any notice of proposed sale under Rule 144 of the Securities Act of 1933 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Form 144, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in- fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney -in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of October, 2023. /s/ Christopher M. Hood ----------------------------- Signature Christopher M. Hood ----------------------------- Print Name