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): September 18, 2023

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 September 18, 2023, Lancaster Colony Corporation (the “Corporation”) announced the appointment of George F. Knight III to the Corporation’s Board of Directors (the “Board”) as a Class II director, effective immediately, to serve until the 2024 annual meeting of shareholders and until his successor is duly elected. Mr. Knight was unanimously appointed by the Board on September 18, 2023. The Board has not yet appointed Mr. Knight to serve on any committees of the Board.

Mr. Knight 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. Knight 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. Knight will be entitled to receive an annual retainer of $75,000, payable quarterly, as well as a grant of restricted stock with a grant date market value of approximately $100,000 to be awarded at a future date.

A press release announcing the appointment of Mr. Knight 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 September 20, 2023, entitled “Lancaster Colony Appoints George Knight to Board of Directors.”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: September 20, 2023	By:	/s/ Matthew R. Shurte
		Matthew R. Shurte
		General Counsel and Secretary

3

EX-99.1

Exhibit 99.1

Lancaster Colony Corporation

380 Polaris Parkway, Suite 400

Westerville, Ohio 43082

(614) 224-7141

FOR IMMEDIATE RELEASE	SYMBOL: LANC
September 20, 2023	TRADED: Nasdaq

LANCASTER COLONY APPOINTS GEORGE KNIGHT TO BOARD OF DIRECTORS

GEORGE KNIGHT WESTERVILLE, Ohio, September 20 – Lancaster Colony Corporation (Nasdaq: LANC) announced today that its Board of Directors has appointed George F. Knight III to the Company’s Board of Directors. Mr. Knight spent 25 years with chemical company Hexion, Inc. and its predecessor company Borden, Inc., most recently serving as Hexion’s Executive Vice President and Chief Financial Officer. During his tenure at Hexion and Borden, he held roles of increasing responsibly including Vice President of Mergers and Acquisitions, Vice President of Finance, and Senior Vice President and Treasurer. Mr. Knight previously held senior finance roles at Duracell, Inc. and worked as a Senior Audit Manager for Deloitte & Touche LLC.

Lancaster Colony’s Chairman, John B. Gerlach, Jr., commented, “We are pleased to welcome George to the Board and look forward to leveraging his extensive experience and leadership skills. We believe his expertise with mergers and acquisitions, as well as his deep financial knowledge, will help grow our business and deliver value for our stakeholders.”

Mr. Knight graduated from Saint Anselm College with a B.A. in economics and earned his master’s degree in accounting from Syracuse University.

About the Company

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

PAGE 2 / LANCASTER COLONY APPOINTS GEORGE KNIGHT TO BOARD OF DIRECTORS

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.

#####

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	Sep. 18, 2023
Cover [Abstract]
Entity Registrant Name	LANCASTER COLONY CORP
Amendment Flag	false
Entity Central Index Key	0000057515
Document Type	8-K
Document Period End Date	Sep. 18, 2023
Entity Incorporation State 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
Security 12b Title	Common Stock, without par value
Trading Symbol	LANC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false