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): June 18, 2014

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)	(IRS 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

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):

¨ 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2014, John L. Boylan, the Treasurer, Vice President, Assistant Secretary, Chief Financial Officer (principal financial and accounting officer), and director of Lancaster Colony Corporation (“Company”), notified the Board of Directors of the Company of his intention to retire as Treasurer, Vice President, Assistant Secretary, and Chief Financial Officer (principal financial and accounting officer) of the Company and its affiliates. The Board of Directors accepted the notice of Mr. Boylan’s retirement, which will be effective on July 1, 2014. Mr. Boylan will continue to serve as the Company’s Treasurer, Vice President, Assistant Secretary, and Chief Financial Officer until July 1, 2014. There were no disagreements with the Company on any matters relating to its operations, policies or practices that led to Mr. Boylan’s decision to retire. Mr. Boylan will remain a member of the Board of Directors of the Company.

A copy of the press release announcing Mr. Boylan’s retirement is attached hereto as Exhibit 99.1.

On June 18, 2014, the Board of Directors approved the appointment, effective as of July 1, 2014, of Douglas A. Fell, age 52, as Treasurer, Vice President, Assistant Secretary, and Chief Financial Officer, in which capacity he will serve as our principal financial and accounting officer. Mr. Fell has been with the Company since 1993, most recently serving as Senior Vice President of Finance of the Company’s wholly-owned subsidiary, T. Marzetti Company (“T. Marzetti”), since 2012, in which capacity he oversaw T. Marzetti’s finance and information technology functions. Between 2010 and 2011, Mr. Fell served as Senior Vice President of Strategic Development of T. Marzetti, in which capacity he oversaw T. Marzetti’s information technology and ERP functions. Between 2008 and 2010, Mr. Fell served as Senior Vice President of Operations of T. Marzetti, in which capacity he oversaw T. Marzetti’s information technology and plant operations functions. Mr. Fell also served as the Company’s Corporate Controller from 1993 to 1996. Prior to his employment with the Company, Mr. Fell was a Senior Audit Manager with Deloitte and Touche.

Mr. Fell will receive an annual base salary of $365,000 and an annual performance-based cash incentive award with an initial target of 0.30% of the Company’s value-added income, subject to adjustment in the discretion of the Company’s Chief Executive Officer and the Compensation Committee of the Board of Directors. Mr. Fell also will be eligible to participate in the Company’s benefits provided to other senior executives as well as benefits available to Company employees generally.

Item 7.01 Regulation FD Disclosure.

On June 19, 2014, the Company issued a press release announcing the appointment of Douglas A. Fell as the Company’s Treasurer, Vice President, Assistant Secretary, and Chief Financial Officer. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1*	Press Release, dated June 19, 2014, entitled “Lancaster Colony Corporation to Name Douglas A. Fell as Chief Financial Officer; John L. Boylan Announces Retirement”

* Furnished with this report.

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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
Date: June 19, 2014	By:	/s/ John L. Boylan
		John L. Boylan
		Treasurer, Vice President,
		Assistant Secretary,
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1*	Press Release, dated June 19, 2014, entitled “Lancaster Colony Corporation to Name Douglas A. Fell as Chief Financial Officer; John L. Boylan Announces Retirement”

* Furnished with this report.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	SYMBOL: LANC
June 19, 2014	TRADED: Nasdaq

LANCASTER COLONY CORPORATION TO NAME DOUGLAS A. FELL AS CHIEF

FINANCIAL OFFICER; JOHN L. BOYLAN ANNOUNCES RETIREMENT

COLUMBUS, Ohio, June 19, 2014 – Lancaster Colony Corporation (Nasdaq: LANC) (the “Company”) has announced that John L. Boylan, Treasurer, Vice President, Assistant Secretary and Chief Financial Officer (CFO), has notified the Company’s Board of Directors of his intention to retire on July 1, 2014 after 28 years of service with Lancaster Colony, including 17 years as CFO. Douglas A. Fell, 52, currently Senior Vice President of Finance of T. Marzetti Company, a wholly-owned subsidiary of the Company, will succeed Mr. Boylan as Treasurer, Vice President, Assistant Secretary and CFO, effective July 1, 2014. Mr. Boylan will continue to serve in an advisory capacity to the Company through a brief transitional period. He will also remain a member of the Company’s Board of Directors.

“Doug has a deep knowledge and understanding of both the financial and operational aspects of our food business.” said John B. Gerlach, Jr., Lancaster Colony’s Chairman and Chief Executive Officer. “I am confident that Doug has the right combination of talent and experience to provide strong financial leadership and guidance that will facilitate our growth in the years to come.”

Mr. Fell joined Lancaster Colony in 1993, and most recently has held various leadership positions within the Company’s food group involving the group’s finance, information technology and operations. Since 2012, he has overseen the food group’s finance and information technology functions. Mr. Fell also served as Lancaster Colony’s Corporate Controller from 1993 to 1996. Prior to his employment with Lancaster Colony, Mr. Fell was a Senior Audit Manager with Deloitte and Touche.

Mr. Gerlach also expressed his appreciation for Mr. Boylan’s contributions to Lancaster Colony, “John has contributed greatly to our company’s success over the years with his leadership and dedicated service. We wish John and his family the very best in his retirement.”

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

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PAGE 2 / LANCASTER COLONY CORPORATION TO NAME DOUGLAS A. FELL AS

CHIEF FINANCIAL OFFICER; JOHN L. BOYLAN ANNOUNCES RETIREMENT

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

• the extent to which future business acquisitions are completed and acceptably integrated;

• changes in financial markets;

• access to any required financing;

• price and product competition;

• fluctuations in the cost and availability of raw materials;

• adverse changes in energy costs and other factors that may affect costs of producing, distributing or transporting our products;

• dependence on key personnel;

• stability of labor relations;

• changes in estimates in critical accounting judgments; 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:	John L. Boylan, Vice President, Treasurer and CFO, or
	Dale N. Ganobsik, Director of Investor Relations
	Lancaster Colony Corporation
	Phone: 614/224-7141
	Email: ir@lancastercolony.com