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 10, 2021

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.)
380 Polaris Parkway	Suite 400
Westerville	Ohio	43082
(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, without par value	LANC	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

The Corporation’s annual meeting of shareholders (the “Annual Meeting”) was held in a virtual-only format via live webcast on November 10, 2021 pursuant to the Notice of Annual Meeting of Shareholders and Proxy Statement that was available on or about October 12, 2021 to all shareholders of record at the close of business on September 13, 2021. At the Annual Meeting, 26,108,751 shares of the Corporation’s common stock were represented in person (online) 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 12, 2021.

Proposal One - Nomination and Election of Directors

The Corporation’s shareholders elected the following individuals to serve for three-year terms expiring at the 2024 Annual Meeting of Shareholders with the following vote totals:

	Number of Votes
Director Name	For	Withheld	Abstentions	Broker Non-Votes
Neeli Bendapudi	24,504,658	495,345	—	1,108,748
William H. Carter	24,745,472	254,531	—	1,108,748
Michael H. Keown	24,779,799	220,204	—	1,108,748

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
23,963,311	383,042	653,650	1,108,748

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, 2022 with the following vote totals:

Number of Votes
For	Against	Abstentions	Broker Non-Votes
25,818,601	272,903	17,247	—

Item 8.01    Other Events

On November 10, 2021, the Corporation’s Board of Directors voted to raise the regular quarterly cash dividend to 80 cents per common share to be paid on December 31, 2021 to shareholders of record on December 6, 2021.

Item 9.01    Financial Statements and Exhibits

(d)	Exhibits:
	99.1	Press Release dated November 10, 2021
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 12, 2021	By:	/s/ THOMAS K. PIGOTT
			Thomas K. Pigott
			Vice President, Chief Financial Officer
			and Assistant Secretary
			(Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

    

Exhibit Number	Description	Located at
99.1	Press release dated November 10, 2021	Furnished herewith
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	Filed herewith

EX-99.1

	Exhibit 99.1
FOR IMMEDIATE RELEASE	SYMBOL: LANC
November 10, 2021	TRADED: Nasdaq

LANCASTER COLONY INCREASES REGULAR CASH DIVIDEND;

REELECTS THREE INCUMBENT DIRECTORS

WESTERVILLE, Ohio, November 10 - Lancaster Colony Corporation (Nasdaq: LANC) announced today that its Board of Directors has declared a quarterly cash dividend of 80 cents per common share, marking 59 consecutive years of increasing regular cash dividends. The company is one of only 13 U.S. companies with 59 straight years of regular cash dividend increases. The dividend will be payable December 31, 2021 to shareholders of record on December 6, 2021. As of the record date for today’s annual shareholder meeting, there were 27,529,767 common shares outstanding.

Voting at the annual meeting, shareholders reelected three incumbent directors. They are Neeli Bendapudi, President of the University of Louisville; William H. Carter, retired Executive Vice President and Chief Financial Officer of Hexion Inc.; and Michael H. Keown, Chief Executive Officer of Honey Stinger.

    CEO David A. Ciesinski said, “The increased regular cash dividend reflects the company’s continued strong financial position and will be the 234th consecutive 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, 2022 is $3.15 per share, up from the $2.95 per share paid in fiscal 2021.

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,” “indicated” 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 and could be amplified by the COVID-19 pandemic, 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.

#####

FOR FURTHER INFORMATION:	Dale N. Ganobsik
	Vice President, Corporate Finance and Investor Relations
	Lancaster Colony Corporation
	Phone: 614/224‑7141
	Email: ir@lancastercolony.com

XML

Document and Entity Information	Nov. 10, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 10, 2021
Entity Registrant Name	Lancaster Colony Corporation
Entity Incorporation, State or Country Code	OH
Entity File Number	000-04065
Entity Tax Identification Number	13-1955943
Entity Address, Address Line One	380 Polaris Parkway
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Westerville
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43082
City Area Code	(614)
Local Phone Number	224-7141
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	LANC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000057515
Amendment Flag	false