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): February 24, 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)	(IRS 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

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))

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

On February 24, 2021, Lancaster Colony Corporation (the “Corporation”) announced the appointment of Elliot K. Fullen to the Corporation’s Board of Directors (the “Board”) as a Class III director, effective immediately, to serve until the 2022 annual meeting of shareholders and until his successor is duly elected. Mr. Fullen was unanimously appointed by the Board, and the number of directors serving on the Board was increased from nine to ten directors in connection with his appointment. The Board has not yet appointed Mr. Fullen to serve on any committees of the Board.

Mr. Fullen does not have any direct or indirect material interest in any transaction with the Corporation required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Fullen and any other person pursuant to which he was selected as a director.

As with each of the Corporation’s other non-employee directors, Mr. Fullen will be entitled to receive an annual retainer of $75,000, payable quarterly. Mr. Fullen also received a grant of restricted stock on February 24, 2021 with a market value of approximately $75,000.

A press release announcing the appointment of Mr. Fullen is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated February 24, 2021, entitled “Lancaster Colony Appoints Elliot K. Fullen to Board of Directors.”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: February 24, 2021	By:	/s/ Matthew R. Shurte
		Matthew R. Shurte
		General Counsel and Secretary

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE February 24, 2021 SYMBOL: LANC TRADED: Nasdaq

LANCASTER COLONY APPOINTS ELLIOT K. FULLEN TO BOARD OF DIRECTORS

WESTERVILLE, Ohio, February 24 – Lancaster Colony Corporation (Nasdaq: LANC) announced today that its Board of Directors has appointed Elliot K. Fullen to the Company’s Board of Directors. Mr. Fullen is currently a Senior Advisor for Arsenal Capital Partners, a leading private equity firm focusing on specialty industrial and healthcare investments. His advisory firm, Fullen Business Consulting, works with private equity sponsors on small- to medium-size acquisitions. Mr. Fullen’s professional experience includes the role of Vice President and General Manager for the Epoxy Specialty Products business unit of Hexion Specialty Chemicals, and he also served as Hexion’s Vice President of Strategy and Development. An accomplished leader with over 30 years of experience, Mr. Fullen’s background encompasses global experience leading businesses and corporate strategy spanning several industries including consumer goods, specialty chemicals and healthcare packaging.

        Lancaster Colony’s Chairman, John B. Gerlach, Jr., commented, “We are excited to welcome Elliot to the Board. His breadth of experience in strategy development and execution, mergers and acquisitions, business systems and integration, and global supply chain management will further strengthen the expertise of the Board in these areas. We look forward to working with Elliot and leveraging his strong and diverse skill set to help grow our business and serve our stakeholders in the years ahead.”

        Mr. Fullen is currently a Board Member for Airnov Healthcare Packaging, a leading global manufacturer of packaging solutions to the pharmaceutical, nutraceutical and diagnostic markets. Mr. Fullen graduated from Northwestern University with a B.S. in Industrial Engineering / Management Science and was also captain of the Northwestern University basketball team. He completed his M.B.A at Purdue University’s Krannert Graduate School of Management.

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About the Company

Lancaster Colony Corporation is a manufacturer and marketer of specialty food products for the retail and foodservice channels.

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 numerous risks and uncertainties, including, without limitation, the various risks inherent in the Company’s business as set forth in periodic reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

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: Dale N. Ganobsik, Vice President, Investor Relations and Treasurer Lancaster Colony Corporation Phone: 614/224-7141 Email: ir@lancastercolony.com

XML

Document and Entity Information	Feb. 24, 2021
Cover [Abstract]
Entity Registrant Name	LANCASTER COLONY CORP
Amendment Flag	false
Entity Central Index Key	0000057515
Document Type	8-K
Document Period End Date	Feb. 24, 2021
Entity Incorporation State Country Code	OH
Entity File Number	000-04065
Entity Tax Identification Number	13-1955943
Entity Address, Address Line One	380 Polaris
Entity Address, Address Line Two	Parkway
Entity Address, Address Line Three	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
Security 12b Title	Common Stock, without par value
Trading Symbol	LANC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false