8-K

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): November 21, 2016

Lancaster Colony Corporation

(Exact name of registrant as specified in its charter)

Ohio	000-04065	13-1955943
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
37 West Broad Street Columbus, Ohio		43215
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 614-224-7141

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07    Submission of Matters to a Vote of Security Holders

The Lancaster Colony Corporation (the “Corporation”) annual meeting of shareholders (the “Annual Meeting”) was held in Columbus, Ohio, on November 21, 2016 pursuant to the Notice of Annual Meeting of Shareholders and Proxy Statement that was available on or about October 19, 2016 to all shareholders of record at the close of business on September 23, 2016. At the Annual Meeting, 26,599,953 shares of the Corporation’s common stock were represented in person or by proxy, which constituted a quorum.

At the Annual Meeting, shareholders voted on three proposals. The proposals are described in detail in the Corporation’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to shareholders on or about October 19, 2016.

Proposal One - Nomination and Election of Directors

The Corporation’s shareholders elected the following individuals to serve for three year terms expiring at the 2019 Annual Meeting of Shareholders with the following vote totals:

	Number of Votes
Director Name	For	Withheld	Abstentions	Broker Non-Votes
Kenneth L. Cooke	24,928,415	86,197	—	1,585,341
Alan F. Harris	24,927,590	87,022	—	1,585,341
Zuheir Sofia	24,900,346	114,266	—	1,585,341

Proposal Two - Non-Binding Vote on the Compensation of the Corporation’s Named Executive Officers

The Corporation’s shareholders approved the compensation of the Corporation’s named executive officers with the following vote totals:

Number of Votes
For	Against	Abstentions	Broker Non-Votes
24,931,416	65,045	18,147	1,585,345

Proposal Three - Ratification of the Selection of the Corporation’s Independent Registered Public Accounting Firm

The Corporation’s shareholders ratified the selection of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending June 30, 2017 with the following vote totals:

Number of Votes
For	Against	Abstentions	Broker Non-Votes
26,509,034	66,272	24,647	—

Item 8.01    Other Events

On November 21, 2016, the Corporation’s Board of Directors voted to raise the regular quarterly cash dividend to 55 cents per common share to be paid on December 30, 2016 to shareholders of record on December 9, 2016.

Item 9.01Financial Statements and Exhibits

(d)    Exhibits:

99.1 Press Release dated November 21, 2016

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.

LANCASTER COLONY CORPORATION    

(Registrant)

Date: November 22, 2016 By: /s/ DOUGLAS A. FELL    

Douglas A. Fell

Treasurer, Vice President,

Assistant Secretary and

Chief Financial Officer

(Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

Exhibit Number	Description	Located at
99.1	Press Release dated November 21, 2016	Furnished herewith

EX-99.1

	Exhibit 99.1
FOR IMMEDIATE RELEASE	SYMBOL: LANC
November 21, 2016	TRADED: Nasdaq

LANCASTER COLONY INCREASES REGULAR CASH DIVIDEND;

REELECTS THREE INCUMBENT DIRECTORS

COLUMBUS, Ohio, Nov. 21 - Lancaster Colony Corporation (Nasdaq: LANC) announced today that its Board of Directors voted to raise the regular quarterly cash dividend to 55 cents per common share, marking 54 consecutive years of increasing regular cash dividends. The company is one of only 14 U.S. companies to have increased regular cash dividends each year for 54 consecutive years. The dividend will be payable December 30, 2016 to shareholders of record on December 9, 2016. As of the record date for today’s annual shareholder meeting, there were 27,423,875 common shares outstanding.

Voting at the annual meeting, shareholders reelected three incumbent directors: Kenneth L. Cooke, Director, President and Chief Operating Officer of Intermedix Corporation; Alan F. Harris, retired Executive Vice President and Chief Marketing and Customer Officer of Kellogg Company; and Zuheir Sofia, Chairman, President and CEO of Business Bank of Florida, Director of Florida Business Bank and Chairman of Sofia & Company, Inc.

John B. Gerlach, Jr., Chairman and Chief Executive Officer of Lancaster Colony, said, “The increased regular cash dividend reflects the company’s continued strong financial position and will be the 214^th consecutive regular quarterly cash dividend paid by the company since September 1963.” He noted that the indicated annual payout for the current fiscal year ending June 30, 2017 is $2.15 per share, up from the $1.96 per share paid in fiscal 2016, excluding the special dividend of $5.00 per share paid in December 2015.

Forward-Looking Statements

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). This news release contains various “forward-looking statements” within the meaning of the PSLRA and other applicable securities laws. Such statements can be identified by the use of the forward-looking words “anticipate,” “estimate,” “project,” “believe,” “intend,” “plan,” “expect,” “hope” or similar words. These statements discuss future expectations; contain projections regarding future developments, operations or financial conditions; or state other forward-looking information. Such statements are based upon assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, expected future developments; and other factors we believe to be appropriate. These forward-looking statements involve various important risks, uncertainties and other factors, many of which are beyond our control, which could cause our actual results to differ materially from those expressed in the forward-looking statements.

MORE . . .

PAGE 2 / LANCASTER COLONY INCREASES REGULAR CASH DIVIDEND; REELECTS DIRECTORS

Some of the key factors that could cause actual results to differ materially from those expressed in the forward-looking statements include:

• changes in our cash flow or use of cash in various business activities; and

• risks related to other factors described under “Risk Factors” in other reports and statements filed by us with the Securities and Exchange Commission, including without limitation our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q (available at www.sec.gov).

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update such forward-looking statements, except as required by law. Management believes these forward-looking statements to be reasonable; however, you should not place undue reliance on such statements that are based on current expectations.

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FOR FURTHER INFORMATION:	Douglas A. Fell, Vice President, Treasurer and CFO, or
	Dale N. Ganobsik, Director of Investor Relations
	Lancaster Colony Corporation
	Phone: 614/224‑7141
	Email: ir@lancastercolony.com