UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 __________________________________
 SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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¨Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12
Post Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
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December 8, 201611, 2017

Dear fellow shareholders:
You are cordially invited to attend our annual meeting of shareholders on Thursday, January 26, 2017.25, 2018. We will hold the meeting at 9:00 a.m., Central Time, at The Ritz-Carlton, St. Louis, 100 Carondelet Plaza, St. Louis, Missouri 63105.
In connection with the annual meeting, we have prepared a notice of the meeting, a proxy statement, a proxy card and our annual report for the fiscal year ended September 30, 2016,2017, which contain detailed information about us and our operating and financial performance. On or about December 8, 2016,11, 2017, we began mailing to our shareholders these materials or a Notice of Availability of Proxy Materials containing instructions on how to access these materials online.
Whether or not you plan to attend the meeting, we encourage you to vote your shares. You may vote by telephone or on the Internet, or if you received or requested to receive printed proxy materials, complete, sign and return the enclosed proxy card in the postage-paid envelope enclosed with the proxy materials. The prompt execution of your proxy will be greatly appreciated.
  Sincerely,
  
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/s/ Robert V. Vitale
  Robert V. Vitale
  President and Chief Executive Officer






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Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri 63144
December 8, 201611, 2017
Notice of Annual Meeting of Shareholders
Dear shareholders:
The 20172018 annual meeting of shareholders of Post Holdings, Inc. will be held at 9:00 a.m., Central Time, on Thursday, January 26, 2017,25, 2018, at The Ritz-Carlton, St. Louis, 100 Carondelet Plaza, St. Louis, Missouri 63105. At the annual meeting, shareholders will consider the following matters:
1.the election of three nominees for director;
2.the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2017;2018;
3.an advisory vote onapproval of the Company’s executive compensation;
4.a shareholder proposal concerning a report disclosing risksvote to amend and restate our Amended and Restated Articles of caged chickens;Incorporation to remove the provision giving our Board of Directors the exclusive power to amend our Amended and Restated Bylaws; and
5.a shareholder proposal concerning an independent board chairman; and
6.any other business properly introduced at the annual meeting.
The close of business on November 29, 201628, 2017 has been fixed as the record date for the determination of shareholders entitled to receive notice of and to vote at the annual meeting or any adjournment or postponement thereof. This notice of the meeting and the proxy statement and proxy card are first being sent or made available to shareholders on or about December 8, 2016.11, 2017.
We are pleased to take advantage of Securities and Exchange Commission rules that allow us to furnish these proxy materials and our Annual Report to Shareholders on the Internet. This means that most shareholders will not receive paper copies of our proxy materials and Annual Report. We will instead send shareholders a Notice Regarding the Availability of Proxy Materials (the “Notice”) with instructions for accessing the proxy materials and Annual Report on the Internet. We believe that posting these materials on the Internet enables us to provide shareholders with the information that they need more quickly, while lowering our costs of printing and delivery and reducing the environmental impact of our 20172018 annual meeting.
Your vote is important. Please note that if you hold your shares through a broker, your broker cannot vote your shares on any matter except ratification of the appointment of our independent registered public accounting firm in the absence of your specific instructions as to how to vote. In order for your vote to be counted, please make sure that you submit your vote to your broker.
By order of the Board of Directors,
djgsig.jpg/s/ Diedre J. Gray
Diedre J. Gray
SeniorExecutive Vice President, General Counsel
and Chief Administrative Officer, Secretary

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JANUARY 26, 201725, 2018
This notice, the proxy statement attached to this notice, and our annual report to shareholders for the fiscal year ended September 30, 20162017 are available at www.envisionreports.com/POST and on our website at www.postholdings.com.




PROXY STATEMENT

Table of Contents
 Page
 



Table of Contents


PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary is not a complete description, and you should read the entire proxy statement carefully before voting.

ANNUAL MEETING
Time and Date: 9:00 a.m. Central Time on Thursday, January 26, 201725, 2018
  
Place: 
The Ritz-Carlton, St. Louis
100 Carondelet Plaza
St. Louis, MOMissouri 63105
  
Record Date: November 29, 201628, 2017
  
Voting: Shareholders on the record date are entitled to one vote per share on each matter to be voted upon at the annual meeting.

VOTING ITEMS
Item     
Board
Recommendation
  
Page
Reference
    
Item 1  Election of Three Directors  For all nominees  
    
Item 2 Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending September 30, 20172018  For  
    
Item 3 Advisory Vote onApproval of the Company’s Executive Compensation  For  
       
Item 4 Shareholder Proposal Concerning a Report Disclosing RisksVote to Amend and Restate the Company’s Amended and Restated Articles of Caged ChickensIncorporation to Remove the Provision Giving the Company’s Board of Directors the Exclusive Power to Amend the Company’s Amended and Restated Bylaws AgainstFor 
Item 5Shareholder Proposal Concerning an Independent Board ChairmanAgainst
       
Transact any other business that properly comes before the meeting.      
 

BOARD OF DIRECTORS
The following table provides summary information about each director nominee as of November 14, 2016.2017. At our annual meeting, shareholders will be asked to elect the three director nominees in Class IIIII listed in the table below.
 Class IIIII - Directors whose terms expire at the 20172018 annual meeting of shareholders and who are nominees for terms expiring at the 20202021 annual meeting
Name
Director
Since
Occupation and ExperienceIndependent
Board Committees(1)
AC CGCC ECSFOC
          
Robert E. GroteJay W. Brown2012Retired ExecutiveYes  ü  ü
          
David W. KemperEdwin H. Callison20152012Chairman & CEOExecutive Vice President of Commerce Bancshares, Inc.Corporate Development of Breakthru Beverage Group, LLCYesü ü   
             
Robert V. VitaleWilliam P. Stiritz20142012PresidentRetired Executive & CEOChairman of the Board of Post Holdings, Inc.No    üü
(1)AC - Audit Committee; CGCC - Corporate Governance & Compensation Committee; EC - Executive Committee; SFOC - Strategy & Financial Oversight Committee

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As a matter of good governance, we are asking our shareholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2017.2018.

EXECUTIVE COMPENSATION
Our Board is asking that our shareholders vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement. This vote is not intended to address any specific item of our compensation program, but rather addresses our overall approach to the compensation of our named executive officers. Please read “CompensationCompensation Discussion and Analysis”


Table of Contents

Analysisbeginning on page 1516 and the executive compensation tables beginning on page 30 for additional details about our executive compensation programs.


Table of Contents


SHAREHOLDER PROPOSAL CONCERNING A REPORT DISCLOSING RISKSAMENDMENT AND RESTATEMENT OF CAGED CHICKENSTHE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO REMOVE THE PROVISION GIVING THE COMPANY’S BOARD OF DIRECTORS THE EXCLUSIVE POWER TO AMEND THE COMPANY’S AMENDED AND RESTATED BYLAWS
We have been informedThe Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws currently provide that our Board has the exclusive power to amend our Amended and Restated Bylaws. As a shareholder intendsgood corporate governance policy, our Board has approved the amendment and restatement of the Company’s Amended and Restated Articles of Incorporation to introduce a resolution requestingremove the provision giving our Board the exclusive power to amend the Company’s Amended and Restated Bylaws, and has approved an amendment and restatement of our Amended and Restated Bylaws to provide that the Company provide a report to shareholders detailingCompany’s Amended and Restated Bylaws may be amended by either our Board or our shareholders. Missouri law and the possible risks associated withAmended and Restated Articles of Incorporation require that an amendment of the cage confinementAmended and Restated Articles of chickens within its egg supply chain and operations. Various industry groups have already prepared detailed reports and other information regarding hen housing that are available online free of charge. We are askingIncorporation be approved by our shareholders, to vote AGAINST this shareholder proposal.

SHAREHOLDER PROPOSAL CONCERNING AN INDEPENDENT BOARD CHAIRMAN
We have been informedand our Board is asking that a shareholder intends to introduce a resolution requesting that the Board adopt a policy requiring an independent Board Chairman. The Board believes that it should retain the flexibility to determine the most effective leadership structure for the Company and the Company’s shareholders are best served by our current leadership structure. Furthermore, the Company’s corporate governance practices already provide for independent leadership and oversight over the Company. We are asking our shareholders vote to vote AGAINST this shareholder proposal.approve the amendment and restatement of the Amended and Restated Articles of Incorporation. Please read Amendment and Restatement of Articles of Incorporation to Remove the Board’s Exclusive Power to Amend Bylaws beginning on page 48 for additional details.





Table of Contents

PROXY AND VOTING INFORMATION
Why am I receiving these materials?
Our Board of Directors is soliciting proxies for the 20172018 annual meeting of shareholders. This proxy statement, the form of proxy and the Company’s 20162017 Annual Report to Shareholders will be available at www.envisionreports.com/POST beginning on December 8, 2016.11, 2017. On or about December 8, 2016,11, 2017, a Notice Regarding the Availability of Proxy Materials (the “Notice”) will be mailed to shareholders of record at the close of business on November 29, 2016.28, 2017. On the record date, there were 64,625,36866,222,781 shares of our common stock outstanding.
How can I receive printed proxy materials?
We have elected to take advantage of the Securities and Exchange Commission (the “SEC”) rules that allow us to furnish proxy materials to you online. We believe electronic delivery will expedite shareholders’ receipt of materials, while lowering costs and reducing the environmental impact of our annual meeting by reducing printing and mailing of full sets of materials. On or about December 8, 2016,11, 2017, we mailed to many of our shareholders a Notice containing instructions on how to access our proxy statement and annual report online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. However, the Notice contains instructions on how to receive a paper copy of the materials.
Where and when is the annual meeting?
We will hold the annual meeting on Thursday, January 26, 2017,25, 2018, at 9:00 a.m., Central Time, at The Ritz-Carlton, St. Louis, 100 Carondelet Plaza, St. Louis, Missouri 63105.
What am I being asked to vote on at the meeting?
We are asking our shareholders to consider the following items:
1.the election of the three nominees for director named in this proxy statement;
2.the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2017;2018;
3.an advisory vote onapproval of the Company’s executive compensation;
4.a shareholder proposal concerning a report disclosing risksvote to amend and restate the Company’s Amended and Restated Articles of caged chickens;Incorporation to remove the provision giving the Company’s Board of Directors the exclusive power to amend the Company’s Amended and Restated Bylaws; and
5.a shareholder proposal concerning an independent board chairman; and
6.any other business properly introduced at the annual meeting.
How many votes do I have?
You have one vote for each share of our common stock that you owned at the close of business on the record date. These shares include:
shares registered directly in your name with our transfer agent, for which you are considered the “shareholder of record;”
shares held for you as the beneficial owner through a broker, bank or other nominee in “street name;” and
shares credited to your account in our savings investment plan.
What is the difference between holding shares as a “shareholder of record” and as a “beneficial owner”?
If your shares are registered directly in your name with our transfer agent, you are considered the “shareholder of record” with respect to those shares. We have sent a Notice or proxy materials directly to you.
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of the shares held in street name. Your broker, bank or other nominee who is considered the shareholder of record with respect to those shares has forwarded a Notice or proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by using the voting instruction card included in the mailing or by following theirits instructions for voting by telephone or the Internet.
How can I vote my shares?
You can vote by proxy or in person.

How do I vote by proxy?
 Pursuant to rules adopted by the SEC, we are providing you access to our proxy materials over the Internet. Accordingly, we are sending a Notice to our shareholders of record. If you received a Notice by mail, you will not receive a printed copy of

the proxy materials, including a printed proxy card, unless you request to receive these materials. The Notice will instruct you as to how you may access and review the proxy materials on the Internet on the website referred to in the Notice. The Notice also instructs you as to how you may vote on the Internet.
If you are a shareholder of record, you may vote by telephone, Internet or mail. Our telephone and Internet voting procedures are designed to authenticate shareholders by using individual control numbers that can be found on the Notice or proxy card mailed to you.
Registered Shares:
Voting by telephone: You can vote by calling 800-652-VOTE (8683) and following the instructions provided. Telephone voting is available 24 hours a day, 7 days a week, until 1:00 a.m., Central Time, on Thursday, January 26, 2017.25, 2018.
Voting by Internet: You can vote via the Internet by accessing www.envisionreports.com/POST and following the instructions provided. Internet voting is available 24 hours a day, 7 days a week, until 1:00 a.m., Central Time, on Thursday, January 26, 2017.25, 2018.
Voting by mail: If you choose to vote by mail (if you request printed copies of the proxy materials by mail), simply mark your proxy card, date and sign it, and return it in the postage-paid envelope provided.
Street Name Shares: If you hold shares through a bank, broker or other institution, you will receive materials from that firm explaining how to vote.
If you submit your proxy using any of these methods, Jeff A. Zadoks or Diedre J. Gray, who have been appointed by our Board of Directors as the proxies for our shareholders for this meeting, will vote your shares in the manner you indicate. You may specify whether your shares should be voted for all, some or none of the nominees for director and for or against any other proposals properly introduced at the annual meeting. If you vote by telephone or Internet and choose to vote with the recommendation of our Board of Directors, or if you vote by mail, sign your proxy card, and do not indicate specific choices, your shares will be voted “FOR” the election of the three nominees for director; “FOR” ratification of the appointment of our independent registered public accounting firm; “FOR” the proposal regarding an advisory vote onapproval of the Company’s executive compensation; “AGAINST”and “FOR” the shareholder proposal concerning a report disclosing risksamendment and restatement of caged chickens;the Company’s Amended and “AGAINST” the shareholder proposal concerning an independent board chairman.Restated Articles of Incorporation.
If any other matter is presented at the meeting, your proxy will authorize Jeff A. Zadoks or Diedre J. Gray to vote your shares in accordance with their best judgment. At the time this proxy statement was printed, we knew of no matters to be considered at the annual meeting other than those referenced in this proxy statement.
If you wish to give a proxy to someone other than Jeff A. Zadoks or Diedre J. Gray, you may strike out their names on the proxy card and write in the name of any other person, sign the proxy, and deliver it to the person whose name has been substituted.
How can I revoke my proxy?
You may revoke a proxy in any one of the following four ways:
submit a valid, later-dated proxy;
vote again electronically after your original vote;
notify our corporate secretary in writing before the annual meeting that you have revoked your proxy; or
vote in person at the annual meeting.
How do I vote in person?
If you are a shareholder of record, you will need to bring appropriate identification and you may cast your vote in person. If you hold shares in street name, then you will need to bring an account statement or letter from your broker, bank or other nominee indicating that you were the holder of your shares as of November 29, 2016.28, 2017.
If I hold shares in street name, how can I vote my shares?
You can submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this by telephone, over the Internet or by mail. Please refer to the materials you receive from your broker, bank or other nominee.

How do I vote my shares in the savings investment plan?
If you are both a shareholder and a participant in our savings investment plan, you will receive a single Notice or proxy card that covers shares of our common stock credited to your plan account as well as shares of record registered in exactly the

same name. If your plan account is not carried in exactly the same name as your shares of record, you will receive separate Notices or proxy cards for individual and plan holdings. If you own shares through this plan and you do not return your proxy by 11:59 p.m., Eastern Time, on January 23, 2017,22, 2018, the trustee will vote your shares in the same proportion as the shares that are voted by the other participants in the plan. The trustee also will vote unallocated shares of our common stock held in the plan in direct proportion to the voting of allocated shares in the plan for which voting instructions have been received unless doing so would be inconsistent with the trustee’s duties.
Is my vote confidential?
Yes. Voting tabulations are confidential except in extremely limited circumstances. Such limited circumstances include contested solicitation of proxies, when disclosure is required by law, to defend a claim against us or to assert a claim by us, and when a shareholder’s written comments appear on a proxy or other voting materials.
What “quorum” is required for the annual meeting?
In order to have a valid shareholder vote, a quorum must exist at the annual meeting. For us, a quorum exists when shareholders holding a majority of the outstanding shares entitled to vote at the meeting are present or represented at the meeting, provided that in no event shall a quorum consist of less than a majority of the outstanding shares entitled to vote.
What vote is required?
The affirmative voteelection of each director nominee, the ratification of the appointment of the Company’s independent registered public accounting firm for fiscal year 2018, and the advisory approval of the Company’s executive compensation must be approved by a majority of the shares presentrepresented at the annual meeting in person or by proxy and entitled to vote aton the meeting is required for a director nominee to be electedmatter.
The amendment and for eachrestatement of the other items toCompany’s Amended and Restated Articles of Incorporation must be presented toapproved by a majority of the shareholders for approval.outstanding shares of the Company.
How are the voting results determined?
A vote of “withhold” for a nominee will not be voted for that nominee. A vote of “abstain” on a matter will be considered to be represented at the annual meeting, but not voted for these purposes. If a broker indicates on its proxy that it does not have authority to vote certain shares held in “street name,” the shares not voted are referred to as “broker non-votes.” Broker non-votes occur when brokers do not have discretionary voting authority to vote certain shares held in “street name” on particular proposals under the rules of the New York Stock Exchange (“NYSE”), and the “beneficial owner” of those shares has not instructed the broker to vote on those proposals. If you are a beneficial owner, your broker, bank or other nominee is permitted to vote your shares only with regard to ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, even if the holder does not receive voting instructions from you. Shares registered in the name of a broker, bank or other nominee, for which proxies are voted on some, but not all, matters, will be considered to be represented at the annual meeting for purposes of determining a quorum and voted only as to those matters marked on the proxy card.
Is any other business expected at the meeting?
The Board of Directors does not intend to present any business at the annual meeting other than the proposals described in this proxy statement. However, if any other matter properly comes before the annual meeting, including any shareholder proposal omitted from the proxy statement and form of proxy pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), your proxies will act on such matter in their discretion.
Where can I find the voting results?
We intend to announce preliminary voting results at the annual meeting. We will publish the final results in a Current Report on Form 8-K, which we expect to file on or before February 1, 2017.January 31, 2018. You can obtain a copy of the Form 8-K by logging on to our website at www.postholdings.com, by calling the SEC at 800-SEC-0330 for the location of the nearest public reference room, or through the EDGAR system at www.sec.gov. Information on our website does not constitute part of this proxy statement.


CORPORATE GOVERNANCE

Overview
We are dedicated to creating long-term shareholder value. It is our policy to conduct our business with integrity and an unrelenting passion for providing value to our customers and consumers. All of our corporate governance materials, including our corporate governance guidelines, our global standardscode of business conduct for officers and employees, our directorBoard of Directors code of ethics, our Audit Committee charter and our Corporate Governance and Compensation Committee charter, are published under the Corporate Governance section within the Investor Relations portion of our website at www.postholdings.com. Information on our website does not constitute part of this proxy statement. The Board of Directors regularly reviews these materials, Missouri law, the rules and listing standards of the NYSE and SEC rules and regulations, as well as best practices suggested by recognized governance authorities, and modifies our corporate governance materials as warranted.

Director Independence and Role of the Independent Lead Director
Our Board of Directors follows the categorical independence standards based on the NYSE listing standards and the SEC rules and regulations as described in our corporate governance guidelines. The guidelines contain categorical standards our Board uses to make its determination as to the materiality of the relationships of each of our directors. Our Board has determined, in its judgment, that all of our non-employee directors, except for Mr. Stiritz, our Chairman of the Board, are independent directors as defined in the NYSE listing standards and the SEC rules and regulations.
The independent members of the Board of Directors meet regularly without the presence of management. These sessions are normally held following or in conjunction with regular Board meetings. The Chairman of the Board, or the chairman of the committee then in session, acts as the presiding director during executive sessions. As
Our corporate governance guidelines provide that if the Chairman of the Board is not an independent director, then the chairman of our Corporate Governance and Compensation Committee will serve as our independent Lead Director. Our Lead Director has a number of important responsibilities that are described in our corporate governance guidelines, including (i) working with the Chief Executive Officer to develop Board and committee agendas, (ii) coordinating and chairing executive sessions of the Board’s independent directors, and (iii) working with the Corporate Governance and Compensation Committee to identify for appointment the members of the various Board committees. Mr. Jay Brown currently serves as our leadLead Director and plays an active role in the Company. He serves as an independent director.liaison between the Chairman of the Board, the Chief Executive Officer, the other members of our Board and management of our Company. Mr. Brown has extensive knowledge about Post’s strategic objectives, the industry in which Post operates and the areas of strategic importance to Post. Our Chief Executive Officer confers regularly with Mr. Brown on a variety of topics, including updates on the Company’s business, merger and acquisition opportunities and other strategic matters. Mr. Brown also consults regularly with the Company’s independent compensation consultant, Aon Hewitt, and works closely with Aon Hewitt to develop proposals for the design of our executive compensation plan, which are then reviewed by our Corporate Governance and Compensation Committee.

Code of Ethics
Our global standardscode of business conduct for officers and employees, applicable to all corporate officers and employees, sets forth our expectations for the conduct of business by corporate officers and employees. Our directors have adopted, and are required to abide by, a directorour Board of Directors code of ethics. We intend to post amendments to or waivers from (to the extent applicable to one of our corporate officers or directors) these documents on our website.

Conflicts of Interest
Pursuant to our global standardscode of business conduct for officers and directoremployees and Board of Directors code of ethics, each director and corporate officer has an obligation not to engage in any transaction that could be deemed a conflict of interest. Our directors may not engage in any transaction that could impact their independence as members of the Board of Directors.
The Corporate Governance and Compensation Committee is responsible for approving and ratifying transactions in which one or more directors may have an interest. The Committee reviews the material facts of all interested party transactions that require the Committee’s approval and either approves or disapproves of the entry into the interested party transaction. In the event management, in the normal course of reviewing our records, determines an interested party transaction exists which was not approved by the Committee, management will present the transaction to the Committee for consideration.
The Committee has adopted standing pre-approval of certain transactions in which a corporate officer or director may have an interest including (i) transactions involving competitive bids, (ii) certain charitable contributions, and (iii) certain banking related services. The Committee believes these transactions are immaterial to us and to any director or corporate officer. No director may participate in the approval of an interested party transaction for which he or she is a related party. If an

interested party transaction will be ongoing, the Committee may establish guidelines for our management to follow in its ongoing dealings with the related party.

Structure of the Board of Directors
The Board of Directors is currently comprised of eightnine members. Our articlesAmended and Restated Articles of incorporationIncorporation and bylawsAmended and Restated Bylaws provide for a Board of Directors that is divided into three classes as equal in size as possible. The classes have three-year terms, and the term of one class expires each year in rotation at that year’s annual meeting. The size of the Board of Directors can be changed by a vote of its members, and in the event of any increase or decrease in the number of directors, the directors in each class shall be adjusted as necessary so that all classes shall be as equal as reasonably possible. However, no reduction in the number of directors shall affect the term of office of any incumbent director. Vacancies on the Board of Directors may be filled by a majority vote of the remaining directors, and the Board of Directors determines the class to which any director shall be assigned. A director elected to fill a vacancy, or a new directorship created by an increase in the size of the Board of Directors,

serves until the next meeting of shareholders at which directors in his or her assigned class are elected, at which time he or she may stand for election if nominated by the full Board.
Board Meetings and Committees
The Board of Directors has the following four committees: Audit,Audit; Corporate Governance and Compensation, Executive,Compensation; Executive; and Strategy and Financial Oversight. The table below contains information concerning the membership of each of the committees and the number of times the Board of Directors and each committee met during fiscal 2016.year 2017. During fiscal 2016,year 2017, each director attended at least 75% of the total number of meetings of the Board of Directors and the committee(s) on which he serves.or she serves, except Ms. Harshman who was appointed to the Board of Directors effective October 1, 2017, after the conclusion of fiscal year 2017. Because our annual meeting is purely perfunctoryroutine in nature, our corporate governance guidelines do not require the directors to attend the annual meeting of shareholders, and accordingly, only two directors attended the 20162017 annual meeting of shareholders. As of November 14, 2016,2017, the Board and committee members were as follows:
Director Board Audit 
Corporate
Governance and
Compensation
 Executive 
Strategy and
Financial
Oversight
 Board Audit 
Corporate
Governance and
Compensation
 Executive 
Strategy and
Financial
Oversight
William P. Stiritz Δ Δ Δ Δ Δ Δ
Robert V. Vitale      
Jay W. Brown  Δ   Δ 
Edwin H. Callison        
Gregory L. Curl      
Robert E. Grote      
David W. Kemper      
David P. Skarie  Δ    Δ  
Meetings held in fiscal 2016 7 4 7 0 3
Ellen F. Harshman   
Meetings held in fiscal year 2017 7 4 5 0 4
ΔChairMember
Audit Committee
The Audit Committee’s primary responsibilities are to monitor and oversee (a) the quality and integrity of our financial statements and financial reporting, (b) the independence and qualifications of our independent registered public accounting firm, (c) the performance of our internal audit function and independent auditors, (d) our systems of internal accounting, financial controls and disclosure controls, and (e) compliance with legal and regulatory requirements, codes of conduct and ethics programs.
The Board of Directors has determined, in its judgment, that the Audit Committee is comprised solely of independent directors as defined in the NYSE listing standards and Rule 10A-3 of the Exchange Act. The Committee operates under a written charter, adopted by the Board of Directors, which is available under the Corporate Governance section within the Investor Relations portion of our website at www.postholdings.com. The Board of Directors also has determined, in its judgment, that Mr. Skarie, the chair of our Audit Committee, qualifies as an “audit committee financial expert” as defined by SEC rules and that each member of the Audit Committee is “financially literate” as defined by NYSE rules. Our corporate governance guidelines do not currently restrict the number of audit committees of public companies on which members of our Audit Committee may serve, however, the Board of Directors has determined that none of the members of the Audit Committee currently serves on the audit committees of more than three public companies. The report of the Audit Committee can be found on page 1415 of this proxy statement.

Corporate Governance and Compensation Committee
The Corporate Governance and Compensation Committee (a) determines the compensation level of the corporate officers, (b) reviews management’s Compensation Discussion and Analysis relating to our executive compensation programs and approves the inclusion of the same in our proxy statement and/or annual report, (c) issues a report confirming the committee’sCommittee’s review and approval of the Compensation Discussion and Analysis for inclusion in our proxy statement and/or annual report, (d) administers and makes recommendations with respect to incentive compensation plans and stock-based plans, and (e) reviews and oversees risks arising from or in connection with our compensation policies and programs for all employees. The Corporate Governance and Compensation Committee also (i) reviews and revises, as necessary, our corporate governance guidelines.guidelines, (ii) considers and evaluates transactions between the Company and any director, officer or affiliate of the Company, and (iii) identifies individuals qualified to become members of our Board. The Committee has the authority to delegate any of its responsibilities to subcommittees as it deems appropriate, provided that any such subcommittees are composed entirely of independent directors.
The Board of Directors has determined, in its judgment, that the Corporate Governance and Compensation Committee is comprised solely of independent directors as defined in the NYSE listing standards. The committeeCommittee operates under a written charter, adopted by the Board of Directors, which is available under the Corporate Governance section within the Investor Relations portion of our website at www.postholdings.com. The charter was revised in June 2013January 2017 to make provision for new

SEC and NYSE rules affecting compensation committees. The charter now provides for assessing potential conflicts of interest of compensation consultants and other advisers.add succession planning to its stated responsibilities. The report of the Corporate Governance and Compensation Committee can be found on page 44 of this proxy statement.
Executive Committee
The Executive Committee may exercise all Board authority in the intervals between Board meetings, to the extent such authority is in compliance with our corporate governance guidelines and does not infringe upon the duties and responsibilities of other Board committees.
Strategy and Financial Oversight Committee
The Strategy and Financial Oversight Committee periodically reviews financial and strategic matters with management in order to assist the Board of Directors in exercising its responsibilities regarding the financial condition, objectives and strategy of the Company.

Nomination Process for Election of Directors
The Corporate Governance and Compensation Committee has responsibility for assessing the need for new directors to address specific requirements or to fill a vacancy. The Committee may, from time to time, initiate a search for a new candidate, seeking input from our Chairman of the Board and from other directors. The Committee may retain an executive search firm to identify potential candidates. All candidates must meet the requirements specified in our corporate governance guidelines. Candidates who meet those requirements and otherwise qualify for membership on our Board of Directors are identified, and the Committee initiates contact with preferred candidates. The Committee regularly reports to the Board of Directors on the progress of the Committee’s efforts. The Committee meets to consider and approve final candidates who are then presented to the Board of Directors for consideration and approval. Our Chairman or the chairman of the Corporate Governance and Compensation Committee may extend an invitation to join the Board of Directors.
The Committee relies primarily on recommendations from management and members of the Board of Directors to identify director nominee candidates. However, the Committee will consider timely written suggestions from shareholders. Such suggestions and the nominee’s consent to being nominated, together with appropriate biographical information (including principal occupation for the previous five years and business and residential addresses, and educational background)addresses) and other relevant information, as outlined in our bylaws,Amended and Restated Bylaws, should be submitted in writing to our corporate secretary. Shareholders wishing to suggest a candidate for director nomination for the 20182019 annual meeting should mail their suggestions to our principal executive offices at Post Holdings, Inc., 2503 S. Hanley Road, St. Louis, Missouri 63144, Attn: Corporate Secretary. Suggestions must be received by the corporate secretary no earlier than September 28, 201727, 2018 and no later than October 28, 2017.27, 2018.

Role of the Board in Risk Oversight
The Board of Directors is responsible for the oversight of risk, while management is responsible for the day-to-day management of risk. The Board of Directors, directly and through its committees, carries out its oversight role by regularly reviewing and discussing with management the risks inherent in the operation of our business and applicable risk mitigation efforts. Management meets regularly to discuss our business strategies, challenges, risks and opportunities and reviews those items with the Board of Directors at regularly scheduled meetings.
We do not believe that our compensation policies and practices encourage excessive and unnecessary risk-taking. The design of our compensation policies and practices encourages employees to remain focused on both short- and long-term

financial and operational goals. For example, cash bonus plans measure performance on an annual basis but are subject to the Corporate Governance and Compensation Committee’s ultimate judgment and discretion. In addition, equity awards typically vest over a number of years, which we believe encourages employees to focus on sustained stock price appreciation over an extended period of time instead of on short-term financial results.
Board Leadership Structure
Our current Board leadership structure consists of:
Separateseparate Chairman of the Board and Chief Executive Officer roles;
Anan independent Lead Director;
Allall non-management directors except the Chief Executive Officer;
Independentindependent Audit and Corporate Governance and Compensation Committees; and
Governancegovernance practices that promote independent leadership and oversight.
 

Separate Chairman and CEO
We do not have a formal policy with respect to separation of the offices of Chairman of the Board and Chief Executive Officer, and the Board of Directors believes that it should maintain flexibility to select our Chairman and Board leadership structure from time to time. William P. Stiritz serves as non-executive Chairman of the Board and Robert V. Vitale serves as our Chief Executive Officer. Mr. Vitale is also a member of the Board. The Board believes that this leadership structure, which separates the Chairman and Chief Executive Officer roles, is optimal at this time because it allows Mr. Vitale to focus on operating and managing our Company, while Mr. Stiritz can focus on leading our Board. In addition, an independent director serves as Lead Director. As described below, we believe our governance practices ensure that skilled and experienced independent directors provide independent guidance and leadership.
When determining the leadership structure that will allow the Board of Directors to effectively carry out its responsibilities and best represent our shareholders’ interests, the Board will consider various factors, including our specific business needs, our operating and financial performance, industry conditions, the economic and regulatory environment, Board and committee annual self-evaluations, advantages and disadvantages of alternative leadership structures and our corporate governance practices.
Independent Lead Director and Independent Directors
Pursuant to our corporate governance guidelines, the chairman of the Corporate Governance and Compensation Committee, currently Jay W.Mr. Brown, acts in the role of our independent Lead Director. The Lead Director’s duties are described in our corporate governance guidelinesabove under “Director Independence and include: (i) chairing the meetings of the independent directors when the Chairman of the Board is not present; (ii) working with the Chief Executive Officer to develop the Board and committee agendas and approve the final agendas; (iii) coordinating, developing the agenda for and chairing executive sessions of the Board’s independent directors; and (iv) working in conjunction with the Corporate Governance and Compensation Committee to identify for appointment the members of the various Board committees.Independent Lead Director.”
In addition to the Lead Director, the Board has a majority of independent directors. The Audit Committee and Corporate Governance and Compensation Committees are composed solely of independent directors. Consequently, independent directors directly oversee critical matters and appropriately monitor the Chief Executive Officer. Our independent directors have the opportunity to meet in executive session at the conclusion of each of our Board of Directors meetings. 
Director Evaluations
On an annual basis, the Corporate Governance and Compensation Committee is expected to conduct an evaluation of the Board of Directors, the functioning of the committees and each individual member of the Board. In addition to this evaluation, and as a part of this process, the Board and each committee conducts a self-assessment. The Corporate Governance and Compensation Committee reviews the results of these self-assessments, and shares the same with the Board and each committee, as appropriate, and makes any advisable recommendations based on this feedback.
Policy on Director Diversity
Although the Corporate Governance and Compensation Committee does not have a written policy regarding diversity in identifying new director candidates, the Committee takes diversity into account in looking for the best available candidates to serve on the Board of Directors. The Committee looks to establish diversity on the Board of Directors through a number of demographics, experience (including operational experience), skills and viewpoints, all with a view to identify candidates who can assist the Board with its decision making. The Committee also considers factors such as diversity on the basis of race, color, national origin, gender, religion, disability and sexual orientation.

Communication with the Board
Shareholders and other parties interested in communicating directly with an individual director or with the non-management directors as a group may do so by writing to the individual director or group, c/o Post Holdings, Inc., 2503 S. Hanley Road, St. Louis, Missouri 63144, Attn: Corporate Secretary. The Board of Directors has directed our corporate secretary to forward shareholder communications to our Chairman and any other director to whom the communications are directed. In order to facilitate an efficient and reliable means for directors to receive all legitimate communications directed to them regarding our governance or operations, our corporate secretary will use her discretion to refrain from forwarding the following: sales literature; defamatory material regarding us and/or our directors; incoherent or inflammatory correspondence, particularly when such correspondence is repetitive or was addressed previously in some manner; and other correspondence unrelated to the Board of Directors’ corporate governance and oversight responsibilities.

ELECTION OF DIRECTORS
(Proxy Item No. 1)
The terms of three current directors (Messrs. Grote, KemperStiritz, Brown and Vitale)Callison) will expire at the 20172018 annual meeting. Our Board of Directors has nominated Messrs. Grote, KemperStiritz, Brown and VitaleCallison for election for a three-year term that will expire in 2020.2021. The Board of Directors is not aware that any of these nominees will be unwilling or unable to serve as a director. Each nominee has consented to be named in the proxy statement and to serve if elected. If, however, a nominee is unavailable for election, your proxy authorizes us to vote for a replacement nominee if the Board of Directors names one. As an alternative, the Board of Directors may reduce the number of directors to be elected at the meeting. Proxies may not be voted for a greater number of persons than the nominees presented.
Each nominee is currently a director. Mr. Grote wasMessrs. Stiritz, Brown and Callison were elected to the Board on February 3, 2012, immediately after the separation from Ralcorp Holdings, Inc. (“Ralcorp”) was completed. Our Board appointed Mr. Vitale to serve as a director effective November 1, 2014, and appointed Mr. Kemper to serve as a director effective September 1, 2015.
The persons named on the proxy card intend to vote the proxy representing your shares for the election of Messrs. Grote, KemperStiritz, Brown and Vitale,Callison, unless you indicate on the proxy card that the vote should be withheld or you indicate contrary directions. If you deliver the proxy card without giving any direction, the persons named on the proxy card will vote the proxy representing your shares FOR the election of the nominees named on the proxy card.
If a nominee is unavailable to serve as a director, your proxies may vote for another nominee proposed by the Board of Directors, or the Board may reduce the number of directors to be elected at the annual meeting.
The Board of Directors unanimously recommends a vote “FOR” each of these nominees.
Information about the Current Directors and Nominees for Election to the Board of Directors
Board Composition
We believe that our directors should possess the highest personal and professional integrity and values and be committed to representing the long-term interests of our stakeholders.shareholders. We further believe that the backgrounds and qualifications of our directors, considered as a group, should provide a blend of business experience and competence, and professional and personal abilities, that will allow the Board of Directors to fulfill its responsibilities. The Corporate Governance and Compensation Committee works with the Board to determine the appropriate mix of these backgrounds and qualifications that would establish and maintain a Board with strong collective abilities.
To fulfill these objectives, the Board of Directors has determined that it is important to nominate directors with the skills and experiences set forth below, among others. The experiences, qualifications and skills that the Board considered in each director’s re-nomination are included in their individual biographies.
Leadership Experience.  We believe that directors with experience in significant leadership positions over an extended period generally possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others. They also generally possess a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth.
Financial or Accounting Acumen.  We believe that an understanding of finance and financial reporting processes enables our directors to evaluate and understand the impact of business decisions on our financial statements and capital structure. In addition, accurate financial reporting and robust auditing are critical to our ongoing success.
Industry Experience.  We seek directors with experience as executives, directors or in other leadership positions in industries relevant to our business, including consumer packaged goods, branded products, retail or consumer product manufacturing.
Operational Experience.  We believe that directors who are current or former executives with direct operational responsibilities bring valuable practical insight to helping to develop, implement and assess our operating plan and business strategy. Operational experience includes experience in areas such as marketing, supply chain, sustainability and commodity management.
Public Company Board Experience.  Directors with experience as executives or directors of other publicly traded companies generally are well prepared to fulfill the Board’s responsibilities of overseeing and providing insight and guidance to management, and help further our goals of greater transparency, accountability for management and the Board, and protection of our shareholders’ interests.

In addition, when evaluating the suitability of individuals for nomination, the Corporate Governance and Compensation Committee considers other appropriate factors, including whether the individual satisfies applicable independence requirements.

The following information is furnished with respect to each nominee for election as a director and each continuing director. The ages of the directors are as of December 31, 2016.2017.
NOMINEES FOR ELECTION
ROBERT E. GROTE has served as a member of the Board of Directors since February 2012. Mr. Grote is, and has been for the past five years, a retired executive. Prior to 1998, Mr. Grote spent more than twenty years in management. He served in a number of executive positions at Washington Steel Corporation, an integrated, flat-rolled stainless steel producer, most recently as VP-Administration.  He also served as general counsel for Washington Steel Corporation and on the company’s board of directors. Mr. Grote later ran two Pittsburgh, Pennsylvania non-profit organizations: Pittsburgh Center for the Arts and Central Blood Bank. Prior to joining Washington Steel, he practiced law in St. Louis, Missouri, and served for two years as an Assistant United States Attorney for the Eastern District of Missouri.  Mr. Grote has expertise and background in legal affairs, human resources, employee relations, strategic planning, and management. Age 73.
Director Qualifications
Leadership Experience, Operational Experience, Public Company Board Experience.
DAVID W. KEMPER has served as a member of the Board of Directors since September 1, 2015. Mr. Kemper has been Chairman and Chief Executive Officer of Commerce Bancshares, Inc. since 1990. Mr. Kemper is a director of Tower Properties Company and Enterprise Holdings, Inc. Mr. Kemper is a member of Civic Progress in St. Louis and previously served as president of the Federal Advisory Council to the Federal Reserve. Mr. Kemper also previously served on the board of directors of Ralcorp from 1994 to 2013. Mr. Kemper has extensive managerial expertise, including as a chief executive officer, experience in financial operations and expertise with large corporations. Age 66.
Director Qualifications
Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Board Experience.
ROBERT V. VITALE has served as our President and Chief Executive Officer and a member of the Board of Directors since November 2014.  Previously, Mr. Vitale served as our chief financial officer from October 2011 until November 1, 2014.  Mr. Vitale previously served as president and chief executive officer of AHM Financial Group, LLC, a diversified provider of insurance brokerage and wealth management services from 2006 until 2011 and previously was a partner of Westgate Equity Partners, LLC, a consumer-focused private equity firm. Age 50.
Director Qualifications
Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience.
DIRECTORS CONTINUING IN SERVICE
WILLIAM P. STIRITZ has served as our Chairman of the Board of Directors since February 2012. Previously, Mr. Stiritz served as our chief executive officer from February 2012 until November 2014 and served as executive chairman of the Company from November 1, 2014 until February 2, 2016. Mr. Stiritz is a private equity investor and served as the chairman of the board of directors of Ralcorp from 1994 until February 2012. Since prior to 2005, Mr. Stiritz has been a partner at Westgate Group LLC, a consumer-oriented private equity firm. Mr. Stiritz was chairman emeritus of the board of directors of Energizer Holdings, Inc. from January 2007 to May 2008 and chairman of the board of directors of Energizer Holdings from 2000 to 2007. In addition, he served as a director of Vail Resorts, Inc. from 1997 to 2009. Mr. Stiritz has extensive managerial expertise, including as chairman of a number of public and private companies, and experience in financial operations, as well as diverse industry experience and expertise with large multinational corporations. Age 82.83.
Director Qualifications
Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Board Experience.
JAY W. BROWN has served as a member of the Board of Directors since February 2012 and is a retired senior executive with a long general management career in large consumer-oriented businesses. Most recently, Mr. Brown was a partner at Westgate Equity Partners, LLC, a consumer-focusedconsumer-oriented private equity firm. At Westgate, Mr. Brown was responsible for operational management of portfolio companies. Prior to forming Westgate in 1998, Mr. Brown was a senior executive with

Ralston Purina Company, running several divisions of the multi-dimensional food and agribusiness company, including serving as president and chief executive officer of Protein Technologies International, a leading supplier of soy-based proteins to the food and paper processing industries,industries; Continental Baking Company, a subsidiary of Ralston PurinaPurina; and Tri-Union Seafoods (a/k/a Van Camp Seafood Company), a provider of stable seafood products. Mr. Brown served as a director and chairman of the compensation committee of Jack in the Box Inc. from 1997 to 2003 and as a director of Agribrands International, Inc. from 1998 to 2001. Mr. Brown has expertise and background in the food and consumer products industries, particularly in mergers and acquisitions, including as a chief executive officer, board member and investor. Age 71.72.
Director Qualifications
Leadership Experience, Industry Experience, Operational Experience, Public Company Board Experience.
EDWIN H. CALLISON has served as a member of the Board of Directors since February 2012. Mr. Callison has been Executive Vice President of Corporate Development of Breakthru Beverage Group, LLC, a leading North American distributor of luxury and premium wine, spirits and beer brands, since January 2016. Previously, Mr. Callison served as executive vice president of Wirtz Beverage Group, which was acquired bymerged with Sunbelt Holdings to form Breakthru Beverage Group, since June 2012, and also served Wirtz Beverage Group as senior vice president from June 2008 until June 2012. From 2003 to June 2008, he served as vice president and general manager for Judge & Dolph’s Spectrum division, an affiliate of the Wirtz Beverage Group. Prior to 2003, he spent more than 20 years in various leadership positions with Callison Distributing in Belleville, Illinois. Mr. Callison serves on the board of directors of the Wine and Spirits Wholesalers of America, Wirtz Corporation, Breakthru Beverage Group, LLC, and First Security Trust & Savings Bank, Elmwood Park, IL. Mr. Callison has expertise and background in sales, marketing, finance, operations and logistics. Age 61.62.
Director Qualifications
Leadership Experience, Financial or Accounting Acumen, Operational Experience.
DIRECTORS CONTINUING IN SERVICE
GREGORY L. CURL has served as a member of the Board of Directors since February 2012. Mr. Curl has been President of Temasek Holdings, an investment company owned by the Singapore government, since September 2010, following a banking career of over 35 years. From 1997 until January 2010, he served as vice chairman of corporate development and chief risk officer at Bank of America Corporation, retiring from Bank of America Corporation in March 2010. Prior to that, Mr. Curl served in a number of senior executive capacities. Mr. Curl has over 35 years of experience and background in the financial services industry, particularly in mergers and acquisitions. Age 68.69.
Director Qualifications
Leadership Experience, Financial or Accounting Acumen, Public Company Board Experience.

ROBERT E. GROTE has served as a member of the Board of Directors since February 2012. Mr. Grote is, and has been for the past five years, a retired executive. Prior to 1998, Mr. Grote spent more than twenty years in management. He served in a number of executive positions at Washington Steel Corporation, an integrated, flat-rolled stainless steel producer, most recently as VP-Administration. He also served as general counsel for Washington Steel Corporation and on the company’s board of directors. Mr. Grote later ran two Pittsburgh, Pennsylvania non-profit organizations: Pittsburgh Center for the Arts and Central Blood Bank. Prior to joining Washington Steel, he practiced law in St. Louis, Missouri, and served for two years as an Assistant United States Attorney for the Eastern District of Missouri. Mr. Grote has expertise and background in legal affairs, human resources, employee relations, strategic planning and management. Age 74.
Director Qualifications
Leadership Experience, Operational Experience, Public Company Board Experience.
ELLEN F. HARSHMAN has served as a member of the Board of Directors since October 1, 2017. Ms. Harshman is the dean emeritus of the John Cook School of Business at Saint Louis University and served as the Chief Academic Officer of Saint Louis University from 2013 to 2015. Prior to that, Ms. Harshman served as the dean of the John Cook School of Business at Saint Louis University from 2003 to 2013 and was the first female dean of a major business school in the St. Louis, Missouri area. Ms. Harshman also served as an associate professor of management. Ms. Harshman has expertise and background in legal affairs, human resources, employee relations, strategic planning and management. Age 72.
Director Qualifications
Leadership Experience, Operational Experience.
DAVID W. KEMPER has served as a member of the Board of Directors since September 1, 2015. Mr. Kemper has been Chairman and Chief Executive Officer of Commerce Bancshares, Inc. since 1991. Mr. Kemper is a director of Tower Properties Company and Enterprise Holdings, Inc. Mr. Kemper is a member of Civic Progress in St. Louis and previously served as president of the Federal Advisory Council to the Federal Reserve. Mr. Kemper also previously served on the board of directors of Ralcorp from 1994 to 2013. Mr. Kemper has extensive managerial expertise, including as a chief executive officer, experience in financial operations and expertise with large corporations. Age 67.
Director Qualifications
Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Board Experience.
DAVID P. SKARIE has served as a member of the Board of Directors since February 2012. Mr. Skarie previously served as co-chief executive officer and president of Ralcorp from September 2003 until his retirement in December 2011. Mr. Skarie also served on the board of directors of Ralcorp from 2003 until February 2012. Prior to serving as co-chief executive officer and president of Ralcorp, Mr. Skarie served as president of several other companies in the consumer food products industry, including Ralston Foods and The Carriage House Companies. Mr. Skarie also served on the Board of Advisors of Clement Pappas and Company, Inc. (which has since merged into Lassonde Industries), a private label juice company, from 2002 until 2010. Mr. Skarie has expertise and background in the consumer packaged goods industry, including as a chief executive officer. Age 70.71.
Director Qualifications
Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Board Experience.
ROBERT V. VITALE has served as our President and Chief Executive Officer and a member of the Board of Directors since November 2014. Previously, Mr. Vitale served as our chief financial officer from October 2011 until November 1, 2014.  Mr. Vitale previously served as president and chief executive officer of AHM Financial Group, LLC, a diversified provider of insurance brokerage and wealth management services, from 2006 until 2011 and previously was a partner of Westgate Equity Partners, LLC, a consumer-oriented private equity firm. Mr. Vitale also serves on the board of directors of Energizer Holdings, Inc. Age 51.
Director Qualifications
Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience.

RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
(Proxy Item No. 2)
The Audit Committee has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2017,2018, and the Board of Directors has directed that management submit the appointment of our independent registered public accounting firm for ratification by our shareholders at the annual meeting. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since February 2012. A representative of that firm will be present at the annual meeting, will have an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions.
We are not required to obtain shareholder ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. However, we are submitting the appointment of PricewaterhouseCoopers LLP to shareholders for ratification as a matter of good corporate practice. If our shareholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time if it determines that such a change would be in our best interests and the best interests of our shareholders.
The following table sets forth an estimate of the fees that we expect to be billed for audit services during the fiscal year ended September 30, 20162017 and for other services during that fiscal year, and the fees billed for audit services during the fiscal year ended September 30, 20152016 and for other services during that fiscal year.
 Year Ended September 30,  Year Ended September 30, 
 2016 2015 2017 2016
Audit fees (1)
 $5,062,000
 $5,680,000
  $5,720,500
 $5,062,000
 
Audit-related fees $
 $
  $
 $
 
Tax fees(2)
 $27,000
 $192,000
  $149,300
 $27,000
 
All other fees (3)
 $1,800
 $186,300
  $1,800
 $1,800
 
_________
(1) 
Audit fees relate primarily to the audit of our financial statements, comfort letter consents and review of SEC registration statements.
(2) 
Tax fees include consulting and compliance services and preparation of tax returns in Canada.jurisdictions outside of the United States.
(3) 
All other fees include any fees for services receivedrendered by PricewaterhouseCoopers LLP which are not included in any of the above categories. The other fees consist of licensing fees paid for accounting research software and, in fiscal 2015, for advisory services.software.
With regard to the fees listed above, the Audit Committee has considered whether the provision by PricewaterhouseCoopers LLP of services other than audit services is compatible with its ability to maintain its independence. Regardless of the size or nature of the other services, if any, to be provided, it is the Audit Committee’s policy and practice to approve any services not under the heading “Audit Fees” before any such other services are undertaken. Our audit was staffed primarily by full-time, permanent employees of PricewaterhouseCoopers LLP.
The Board of Directors unanimously recommends a vote “FOR” ratification of the appointment of our
independent registered public accounting firm.


AUDIT COMMITTEE REPORT
The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management is responsible for our internal controls, financial reporting processes and compliance with laws and regulations and ethical business standards. PricewaterhouseCoopers LLP, our independent registered public accounting firm, is responsible for performing an independent audit of our consolidated financial statements and our internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”) and issuing a report thereon. Our internal auditors assist the Audit Committee with its responsibility to monitor and oversee the financial reporting process and internal controls. The Audit Committee discusses with our internal auditors and independent registered public accounting firm the overall scopes and plans for their respective audits. The Audit Committee meets, at least quarterly, with the internal auditors and independent registered public accounting firm, and at its discretion with and without management present, and discusses the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting.
With respect to our audited financial statements for the fiscal year ended September 30, 2016,2017, management has represented to the Audit Committee that the financial statements were prepared in accordance with generally accepted accounting principles and the Audit Committee has reviewed and discussed those financial statements with management. The Audit Committee also has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by PCAOB Auditing Standard No. 161301 (Communications with Audit Committees), as modified or supplemented.
The Audit Committee has received the written disclosures and letter from PricewaterhouseCoopers LLP required by PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence), as modified or supplemented, and has discussed the independence of PricewaterhouseCoopers LLP with members of that firm.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the fiscal year ended September 30, 20162017 be included in our Annual Report on Form 10-K filed with the SEC for that year.
WhileAlthough the Audit Committee has the responsibilities and powers set forth in its charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that our financial statements are complete and accurate or are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent registered public accounting firm.
David P. Skarie, Chairman beginning October 1, 2016
Edwin H. CallisonChairman until October 1, 2016
Gregory L. Curl
Ellen F. Harshman
David W. Kemper



COMPENSATION OF OFFICERS AND DIRECTORS
COMPENSATION DISCUSSION & ANALYSIS
Introduction
The following Compensation Discussion and Analysis (“CD&A”) describes our fiscal 2016year 2017 executive compensation structure. This CD&A is intended to be read in conjunction with the tables beginning on page 30, which provide detailed historical compensation information for our following named executive officers or NEOs.(“NEOs”):
NameTitle
William P. Stiritz
Chairman of the Board(1)
Robert V. VitalePresident and Chief Executive Officer
Jeff A. ZadoksSVPExecutive Vice President and Chief Financial Officer
James E. Dwyer, Jr.EVP; President and CEO, Michael Foods Group
Richard R. KoulourisDiedre J. GrayEVP;Executive Vice President, General Counsel and CEO, Private BrandsChief Administrative Officer, Secretary
Christopher J. NeugentPresident and CEO, Post Consumer Brands
(1)
Effective February 2, 2016, Mr. Stiritz became non-executive Chairman of the Board.
Total Compensation Opportunity
Our executive compensation structure consists of three primary components: base salary, annual bonus (our Senior Management Bonus Program) and long-term incentives (equity awards). A fourth element of our compensation structure consists of traditional benefits programs (e.g., limited perquisites and benefits).
image4a03.jpg

Executive Summary
Select Performance and Company Highlights for Fiscal 2016Year 2017
We view the Company’s performance in two primary ways:
Operatingoperating and financial performance; and
Returnreturn to shareholders over time, both on an absolute basis and relative to other companies, including the Russell 1000similar companies.
During fiscal 2016,year 2017, we achieved a number of strategic and financial accomplishments that we believe will benefit the Company and shareholders alike in the coming years:

Strategic and Financial Achievements
 
Ÿ Delivered Adjusted EBITDA well in excess ofWe delivered on our financial plancommitments.
○ In November 2015,2016, the Company announced that management expected Adjusted EBITDA of between $780 million and $820 million for fiscal 2016$910-$950 million.
Throughout fiscal 2016, the Company’s performance continued to improveThe Company successfully navigated a large reduction in Adjusted EBITDA for Michael Foods Group, which resulted primarily from egg declines as inflated avian influenza egg pricing was rolled back.
○ Ultimately, the Company delivered over $930$950 million of Adjusted EBITDA (exclusive of the Company’s acquisition of Weetabix), which was over $130 million ahead ofin line with the Company’s budgeted performanceperformance.
Ÿ Completed a $1.75We engaged in highly strategic mergers and acquisitions activities for market leading businesses with material cost savings opportunities.
○ We completed the acquisition of Weetabix on July 3, 2017.
○ We also announced the acquisition of Bob Evans Farms on September 19, 2017.
Ÿ In connection with these acquisitions, we raised $5.5 billion in debt refinancing, resulting in annual interest savingsmarkets to fund the purchase of approximately $25 millionWeetabix and prefund the majority of the purchase price for Bob Evans Farms as well as to refinance existing debt.
Ÿ Made measurable progress on integration of acquired businesses
We continued to realize material cost savings from the MOM Brands Company / Post Foods integration recognized substantial cost savings
○ Successful Enterprise Resource Planning (ERP) integrations at MOM Brands Company / Postand moved Attune Foods and Golden Boy Foods / American Blanching Company
Ÿ Completed closure of the Dymatize manufacturing facility and transitionedWeetabix’s North America business under Post Consumer Brands to co-manufacturers for Dymatize productsdrive future cost savings.
Ÿ Continued disciplined merger and acquisition activities
○ Closed onWe opportunistically repurchased approximately 4 million shares at an average price of $79.51 (exclusive of broker commissions), representing an approximately 10% discount to trading levels of the acquisitionsCompany’s stock as of Willamette Egg Farms, LLC on October 3, 2015 and National Pasteurized Eggs, Inc. on October 3, 2016 in the Michael Foods business
○ Divested lower margin Michael Foods Canadian businessSeptember 30, 2017.
Management Team Drives Performance and Creates Shareholder Value
Our management team’s efforts have resulted in growth in enterprise value and above-market shareholder returns. Since the Company’s February 2012 separation from Ralcorp through September 30, 2016, our enterprise value has grown from $1.8 billion to $9.66 billion.
We are a shareholder value driven organization and our compensation philosophy is designed to be aligned with shareholder interests. Management’s objective is to maximize total shareholder return, and compensation decisions are guided by the principle of creating shareholder value. To that end,
Our management team’s efforts have resulted in growth in enterprise value and above-market shareholder returns. Since the Company’s February 2012 separation from Ralcorp through September 30, 2017, our enterprise value has grown from $1.8 billion to $12.51 billion, and we have significantly outperformed our peers and the U.S. markets in 2016, and likewise have provided superior returns to our shareholders since our separation from Ralcorp in 2012.markets.
tsr112916a01.jpgtschart093017a01.jpg
20162017 Say-on-Pay Vote
In 2015, we made significant changes to our executive compensation program as shown below and described in detail in last year’s CD&A:
Enhanced disclosure of the historical compensation arrangements for Mr. Stiritz;
Enhanced compensation design and CD&A disclosure;

Adopted performance metrics applicable to our Senior Management Bonus Program;
Adopted two new policies to mitigate compensation risk: an incentive clawback policy and an anti-hedging and anti-pledging policy; and
Amended our management continuity agreements to only trigger change-in-control benefits if (a) there is a change in control of the Company and (b) the executive is terminated by the Company without “cause” or by the executive for “good reason.”
Based on these substantive program enhancements,2016, we received 90.7% support from shareholders at our 2016 annual shareholdersshareholders’ meeting. In 2017, the level of shareholder support declined to 66.4%.
We regularly engage with our investorsshareholders to discuss various issues, including, but not limited to, items such as the status/outlook for our business, the compensation arrangements used to support our business strategy and general governance topics. During January 2017, we met with investors representing approximately 37% of our outstanding shares of common stock to better understand their concerns and seek their advice. The meetings were led by Mr. Brown, our independent lead director and the chair of our Corporate Governance and Compensation Committee (the “Committee”) annually reviews, along with our Executive Vice President, General

Counsel and discusses the resultsChief Administrative Officer. Feedback we received included incorporating more performance goals into our long-term equity compensation arrangements, refraining from large retention equity grants outside of the say-on-pay vote. Based onCompany’s normal compensation practices, providing more complete information about the substantiverole of our independent lead director, and increasing the diversity of our Board of Directors.
In direct response to our ongoing shareholder engagement efforts, we recently implemented several executive compensation program enhancements madeand other corporate governance changes, including, but not limited to:
adopting new performance goals for both short-term and long-term incentive awards for our senior management team for fiscal year 2018 as discussed in 2015more detail below;
making no large, one-time retention equity grants in fiscal year 2017;
including additional information about the role our independent lead director plays (see Corporate Governance - Director Independence and Role of the Independent Lead Director); and
appointing Ms. Ellen Harshman to our Board of Directors to bring a different perspective and skill set to our Board.
In response to our shareholders’ advice that we continue to advance our program enhancements by adding a long-term performance-based program, the Committee engaged our independent compensation consultant to conduct a thorough compensation plan design review. That review was performed during our fiscal year 2017, and the 2016 feedback from bothCommittee has implemented a new three-year long-term performance plan for our fiscal year 2018, focusing on our three-year total shareholder engagementreturn against companies in our specific industry sector.
New Fiscal Year 2018 Performance-Based Equity Awards
For fiscal year 2018, the compensation package for certain of our executive officers will include a long-term performance element, in the form of new, performance-based, stock-settled restricted stock units (“PRSUs”).  The PRSUs will be a portion of our long-term incentive program, which also will include time-based vesting restricted stock units and stock options. 
The performance metric for the say-on-pay vote,PSRUs will be our total shareholder return (“TSR”) ranking compared to the Committee determined thatTSR rankings of peer companies in our programs are effectively alignedindustry sector over a three-year period, with shareholder interests. We will continue to monitorthe following percentage vesting schedule:
Relative TSR Percentile RankVesting Percentage
≥90th
200%
50th
100%
25th
25%
<25th
0%
This new element in our programslong-term incentive program has been implemented for fiscal year 2018 compensation for our corporate-level Section 16 officers, including our President and shareholder feedback on an annual basis.Chief Executive Officer.

Corporate Governance Highlights
What We Do (Best Practice) What We Don’t Allow
üEnforce strict insider trading policies - adopted an anti-hedging and anti-pledging policy and enforce blackout trading periods for executives and directors ûNo hedging or pledging of Company stock by executives or directors
ü

Utilize a clawback policy ûNo single-trigger or modified single-trigger change-in-control arrangements
ü

Set stock ownership guidelines for executives and directors ûNo change-in-control severance multiple in excess of three times salary and target bonus
ü

Disclose performance goals and performance results related thereto for our Senior Management Bonus Program ûNo excise tax gross-ups upon a change in control
ü

Set a maximum payout limit on our Senior Management Bonus Program ûNo re-pricing or cash buyout of underwater stock options or SARs is allowed
ü

For fiscal 2016,year 2017, pay for performance emphasis, with 87%88% of our Chief Executive Officer’s regular on-going annual total pay opportunity being performance-based “at risk” compensation and an average of 77%76% being performance-based “at risk” compensation for our other NEOs ûNo enhanced retirement formulas
üLimit perquisites and other benefits ûNo guaranteed compensation
ü

Incorporate general severance and change-in-control provisions in our management continuity agreements that are consistent with market practice, including double-trigger requirements for change-in-control protection ûNo market timing with granting of equity awards
ü

Retain an independent compensation consultant reporting directly to the Committee   
Our Compensation Philosophy
Our executive compensation program is intended to attract and retain executive officers and to align the interests of our executive officers and our shareholders. The Committee’s objectives for our program include, but are not limited to, the following:
Reflectingreflecting industry standards, offering competitive total compensation opportunities and balancing the need for talent with reasonable compensation expense;
Enhancingenhancing shareholder value by focusing management on financial metrics that drive value;
Focusingfocusing on at-risk compensation versus fixed compensation;
Attracting,attracting, motivating and retaining executive talent willing to commit to long-term shareholder value creation; and

Aligningaligning executive decision makingdecision-making with business strategy and discouraging excessive risk taking.
The Committee determines the type and amount of compensation opportunity for our officers based on a thorough review of a variety of factors, including competitive market data, the executive’s current responsibilities and value to the Company, future leadership potential and individual / corporate / business unit performance.
We believe that our executive compensation structure strikes a balance of incentive opportunities based on:
Financialfinancial metrics in the Senior Management Bonus Program that directly impact our stock price and enhance shareholder value; and
Stockstock price appreciation to focus our executives on stock price performance (stock options and RSUs); and retention (RSUs).
in 2018, total shareholder return against companies in our industry to focus on delivering superior shareholder value.

The following table outlines our ongoing executive compensation philosophy for NEOs:
ComponentPurposeCharacteristicsFixed or Performance-Based
Base SalaryAttracts and retains executives through market-based payCompensates executives fairly and competitively for their rolerolesFixed
Annual Bonus
(Senior Management Bonus Program)
Encourages achievement of strategic and financial performance metrics that drive long-term shareholder valueBased on achievement of predefined corporate and business unit financial performance objectivesPerformance-Based
Long-Term IncentivesAlign executives’ long-term compensation interests with shareholders’ investment interestsValue to the executive is based on long-term stock price performancePerformance-Based
Stock OptionsMotivate management behaviors to increase our stock price above the exercise priceRequire stock price growth above the exercise price for our executives to recognize value 
Restricted Stock UnitsProvide basic retention value and reinforce management behaviors to increase stock price after the grant dateRequire stock price growth for our executives to recognize an increase in value 
Health/Welfare Plans and Retirement BenefitsProvide competitive benefits that promote employee health and productivity and support longer termlonger-term physical and fiscal securitySimilar to benefits offered to other employeesFixed
PerquisitesProvide limited personal benefits that are consistent with our overall philosophy and objective to attract and retain superior executive talentLimited personal use of the corporate aircraft, with pre-approved authorization of our President and Chief Executive Officer (see page 28)Fixed



Fiscal 2016Year 2017 NEO Compensation Structure Summary
Component
Summary(1)
Base Salary
Ÿ Mr. Stiritz’s annual base salary remained $1.00 through his transition to non-executive Chairman of the Board on February 2, 2016.
Ÿ The Committee approved the following changesbase salaries in November 2015:2016:
üŸ Mr. Vitale: $1,000,000 (no change).
Ÿ  Mr. Zadoks: Increased 8.4% to $1,000,000$515,000 to reflect 50thmove closer to the 50th percentile market value.
üŸ Mr. Zadoks: Ms. Gray: Increased 8.2% to $475,000$460,000 to move closer to the 50th50th percentile market value (Mr. Zadoks was promoted to the CFO role in 2014 and the Committee is transitioning his compensation opportunity to competitive levels).value.
üŸ Messrs. Dwyer Koulouris, and Neugent: Salaries were increased 10%, 5%,Increased 2.3% and 6.9%8.0%, respectively, to $675,000 for internal consistency, based on the Committee’s thorough review of competitive market values, the Company’s compensation structure and the factors summarized in the CD&A section entitled 20162017 Compensation Elements—Base Salary.
Target Annual Bonus
(Senior Management Bonus Program)
Ÿ Our 20162017 Senior Management Bonus Program was based on Adjusted Free Cash Flow for Messrs. Vitale and Zadoks and Ms. Gray, and Adjusted EBITDA for the business units of Messrs. Dwyer Koulouris, and Neugent.
Ÿ Mr. Stiritz did not participate in the Senior Management Bonus Program.
Ÿ The Committee did not change target bonus opportunities for NEOs in fiscal 2016:year 2017:
ü Mr. Vitale: Remained at 120% of base salary.
ü All other NEOs: Remained at 100% of base salary.
Long-Term Incentives (“LTI”)
Ÿ Objective: To offer a balanced portfolio of opportunity and to ensure an executive’s opportunity is linked to increases in shareholder value beyond grant date. We believe using a combination of LTI programs and employing an LTI mix weighted more heavily on performance-based value (e.g., stock option valueoptions for fiscal year 2017 grants) accomplishes our objectives.
In fiscal year 2018, we will implement a new three-year long-term performance program incorporating three-year total shareholder return performance.
Ÿ Our ongoing2017 LTI structure includes annual grants of stock options and restricted stock units (“RSUs”).
Ÿ The value mix for our November 20152016 equity grants is consistent with our philosophy to annually grant more performance-based equity in the form of stock options to our CEO and business unit leaders.
– Messrs. Vitale, Dwyer, Koulouris, and Neugent:ü Mr. Vitale: Approximately 50/5075/25 stock option and RSU value.
– Mr. Zadoks:ü Messrs. Dwyer and Neugent: Approximately 40/6065/35 stock option and RSU value.
Ÿ In February 2016, the Committee approved a special retention grant to Mr. Vitale to recognize his extraordinary contributions to shareholder value creation since becoming CEO and to ensure his continued employment to lead the Company’s strategic business plan through 2021 (five years). This grant is discussed further in the CD&A section entitled Long-Term Incentives—Special Retention Grant to Mr. Vitale.
Non-Executive Chairman Compensation Structure
Ÿ As Executive Chairman, Mr. Stiritz’s total compensation structure consisted of the following:
ü Base salary: $1.00 annuallyMr. Zadoks and Ms. Gray: Approximately 55/45 stock option and RSU value.
ü Annual bonus:  None
ü Equity grant:  None
Ÿ Effective February 2, 2016, Mr. Stiritz transitioned to non-executive Chairman of the Board. He does not receive any compensation to serve in this role.
(1) 
Fiscal 2016year 2017 targeted compensation adjustments for our NEOs described in this table were based on competitive market data from the August 20152016 total compensation study summarized in the CD&A section entitled “RoleRole of Peer Companies and Competitive Market Data.”Data.

Total Compensation Mix
Our mix of total compensation, as illustrated by the below charts, is significantly skewed towards performance-based compensation.
totalcompmix.giftotalcomppiechartsa01.jpg

Compensation Decision Process
Role of the Committee
The Committee is responsible to our Board of Directors for oversight of our executive compensation program. The Committee consists of independent directors and is responsible for the review and approval of all aspects of our program. Among its duties, the Committee is responsible for:
Consideringconsidering input from our shareholders;
Reviewingreviewing and assessing competitive market data;
Reviewingreviewing the CEO’s performance and determining the CEO’s compensation;
Reviewingreviewing and approving incentive plan goals, achievement levels, objectives and compensation recommendations for the NEOs;
Evaluatingevaluating the competitiveness of each executive’s total compensation package to ensure we can attract and retain critical management talent; and
Approvingapproving any changes to the total compensation program for the NEOs including, but not limited to, base salary, annual bonuses, long-term incentives and benefits.
Following review and discussion, the Committee or the Board, as applicable, approves our executive compensation. The Committee is supported in its work by our SeniorExecutive Vice President, General Counsel and Chief Administrative Officer, human resources and legal teams, as well as the Committee’s independent compensation consultant.
Role of Management
For executives other than the CEO position, our President and Chief Executive Officer makes pay recommendations to the Committee based on competitive market data and an assessment of individual performance. His recommendations to the Committee establish appropriate and market-competitive compensation opportunities for our NEOs, consistent with our overall pay philosophy. The Committee reviews and discusses the recommendations, in conjunction with the Committee’s independent compensation consultant, in making compensation decisions or recommendations to the full Board. No executive officer participates directly in the final deliberations or determinations regarding his or her own compensation package.
Role of the Independent Compensation Consultant
The Committee retains the services of Aon Hewitt, in accordance with the Committee’s charter. Aon Hewitt reports directly to the Committee. The Committee retains sole authority to hire or terminate Aon Hewitt, approves its professional fees, determines the nature and scope of its services and evaluates its performance. A representative of Aon Hewitt attends Committee meetings, as requested, and communicates with the Committee chair between meetings. The Committee makes all final decisions.

Aon Hewitt’s specific compensation consultation roles include, but are not limited to, the following:
Advisingadvising the Committee on executive compensation trends and regulatory developments;
Developingdeveloping a peer group of companies for determining competitive compensation rates;
Providingproviding a total compensation study for executives against peer companies;
Providingproviding advice to the Committee on corporate governance best practices, as well as any other areas of concern or risk;
Servingserving as a resource to the Committee chair for meeting agendas and supporting materials in advance of each meeting;
Reviewingreviewing and commenting on proxy statement disclosure items, including preparation of the CD&A; and
Advisingadvising the Committee on management’s pay recommendations.
The Committee has assessed the independence of Aon Hewitt as required by the NYSE listing rules. The Committee reviewed its relationship with Aon Hewitt and considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. Based on this review, the Committee concluded that there are no conflicts of interest raised by the work performed by Aon Hewitt.

Role of Peer Companies and Competitive Market Data
Annually, the Committee reviews total compensation market data provided by Aon Hewitt. The Committee reviews and approves the peer group used for comparisons prior to commencement of the pay study. In August 2015,Consistent with prior years, the following peer group development criteria werewas used to develop competitive market values to assist with fiscal 2016year 2017 pay decisions:
Industry: Similar to Post, based on the Global Industry Classification System (GICS) code of Packaged Foods and Meats;
Company size: Approximately 0.4 times to 3 times our annual revenues, with a secondary focus on market cap;
Peers: Companies using Post in their compensation peer group;
Peers of peers: Companies used in the peer groups of potential peer companies; and
Competitors: Companies that compete with us for business and management talent.
The peer group consisted of 1716 companies with median and average annual revenues of approximately $3.7$4.0 billion and $4.7$4.9 billion, respectively. Post’s annual revenues for fiscal 2015year 2016 were approximately $4.6$5.0 billion. The peer companies for fiscal year 2017 were:
Ÿ B&G Foods, Inc.
Ÿ Campbell Soup Company
Ÿ Cott Corporation
Ÿ Dean Foods Company
Ÿ Flowers Foods, Inc.
Ÿ The Hain Celestial Group
Ÿ The Hershey Company
Ÿ Hormel Foods Corporation
Ÿ Jarden Corp.
Ÿ McCormick & Company, Inc.
Ÿ Mead Johnson Nutrition
Ÿ Monster Beverage Corporation
Ÿ Pilgrim’s Pride
Ÿ Pinnacle Foods Inc.
Ÿ The J.M. Smucker Company
Ÿ Snyder’s-Lance, Inc.
Ÿ TreeHouse Foods, Inc.
Ÿ The White-Wave Foods Company
The peer companies for fiscal year 2017 are consistent with the peer groups for fiscal year 2016, except B&G Foods was removed based on revenue size criteria, Jarden was removed due to its acquisition by Newell Rubbermaid, and Pilgrim’s Pride was added based on industry and size.
The Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader U.S. market. Instead, the Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business unit and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.
Timing of Compensation Decisions
Pay recommendations for our executives, including the NEOs, are typically made by the Committee at its first regularly scheduled meeting of the fiscal year, normally held in November. This meeting is typically held around the same time as we report our fourth quarter and year-end financial results for the preceding fiscal year and provide our financial guidance for the upcoming fiscal year. This timing allows the Committee to have a complete financial performance picture prior to making compensation decisions.

Decisions with respect to prior fiscal year performance, as well as annual equity awards, base salary increases and target performance levels for the current fiscal year and beyond, are also typically are made at this meeting. Further, any equity awards approved by the Committee at this meeting are dated as of the date of the Committee meeting. As such, the Committee does not time the grants of options or any other equity incentives to the release of material non-public information.
The exceptions to this timing are awards to executives who are promoted or hired from outside of the Company during the fiscal year. These executives may receive equity awards effective or dated, as applicable, as of the date of their promotion or hire or the next nearest scheduled Committee meeting.
Determination of CEO Compensation
At its first regularly scheduled meeting of the fiscal year, the Committee also reviews and evaluates CEO performance, and determines performance achievement levels, for the prior fiscal year. The Committee also reviews competitive

compensation data. Following review and discussion, the Committee or the Board, as applicable, approves the CEO’s executive compensation.
20162017 Compensation Elements
Base Salary
Base salaries are designed to recognize and reward the skill, competency, experience and performance an executive brings to the position. Changes in salary will result primarily from a comparison against peer group market data, individual and Company performance, internal equity considerations, value to the organization, promotions, and the executive’s specific responsibilities compared to market. The Committee reviews salaries for our executive officers annually.
Name20162017 Base SalaryComment
William P. Stiritz$0
Non-traditional compensation structure for role as Executive Chairman resulted in a $1 salary payable on May 29th of each year. As Mr. Stiritz became non-executive Chairman of the Board effective February 2, 2016, he was not paid any base salary in fiscal 2016. Mr. Stiritz does not receive compensation for his role as non-executive Chairman of the Board.
Robert V. Vitale$1,000,000
The Committee voted to maintain Mr. Vitale’s current salary rate and did not approve an increase for 2017. Reflects the 50th percentile market valuevalue.
Jeff A. Zadoks$475,000515,000
Reflects a value somewhat below but approaching, the peer group 50th percentilepercentile.
James E. Dwyer, Jr.$660,000675,000Reflects the Committee’s thorough evaluation of competitive market data and the other relevant factors noted aboveabove.
Richard R. KoulourisDiedre J. Gray$525,000460,000
Reflects a value somewhat below the peer group 50th percentile.
Christopher J. Neugent$675,000Reflects the Committee’s thorough evaluation of competitive market data and the other relevant factors noted above
Christopher J. Neugent$625,000Reflects the Committee’s thorough evaluation of competitive market data and the other relevant factors noted aboveabove.
Annual Bonus (Senior Management Bonus Program)
Our NEOs are eligible to earn cash incentives based on fiscal year performance. The Senior Management Bonus Program is designed to reward our executives who attain superior annual performance in key areas that we believe create long-term value for shareholders. Performance is measured at both the corporate and business unit level.
For fiscal 2016,year 2017, the Committee approved Adjusted Free Cash Flow (corporate) and Adjusted EBITDA (business unit) as the primary performance metrics. Adjusted Free Cash Flow is used at the corporate level because we believe it is the best metric for tracking our performance relative to enhancement of shareholder value.
Potential financial adjustments to determine performance achievement levels include items such as changes in accounting principles, gains and losses on the sale of a business or business unit, M&A-related costs, goodwill write-off or asset impairment and other one-time, non-recurring or extraordinary items. These adjustments are consistent with our announced results.

Performance measures: The following financial targets were approved byincluded in the Committee for fiscal 2016:Senior Management Bonus Program:
(dollars in millions)
Measure(1)
Threshold(2)
Target(2)
Maximum(2)
Threshold(2)
Target(2)
Maximum(2)
Corporate-Adjusted Free Cash Flow$603
$649
$694
$761.90$802.00$842.10
Michael Foods-Adjusted EBITDA304
320
336
$367.84$387.20$403.20
Post Consumer Brands-Adjusted EBITDA378
398
418
$457.62$474.10$491.33
Private Brands-Adjusted EBITDA69
73
77
(1) See definitions of Corporate-Adjusted Free Cash Flow, Michael Foods-Adjusted EBITDA and Post Consumer Brands-Adjusted EBITDA, and Private Brands-Adjusted EBITDA in the footnotes to the “Fiscal 2016 Fiscal Year 2017 Performance Achievement”Achievement table below.
(2) When evaluating financial goals / results, the Committee generally excludes one-time, non-recurring or extraordinary items.
Upon completion of the fiscal year, the Committee determines achievement levels versus the pre-approved financial requirements. The Committee also performs a comprehensive review of the overall financial performance at the corporate and business unit levels. For performance achievement between the threshold, target and maximum performance levels, earned amounts are interpolated on a straight-line basis between points. The Committee retains flexibility to make adjustments as needed to incorporate the results of its comprehensive financial review.

Target award opportunities: The following target bonuses (as a percentage of base salary) were approved by the Committee for fiscal 2016:year 2017:
Name
20162017 Target (1)(2)
(% of Salary)
Comment
William P. StiritzNot applicableDoes not participate in the Senior Management Bonus Program
Robert V. Vitale120%No change from 20152016
Jeff A. Zadoks100%No change from 20152016
James E. Dwyer, Jr.100%No change from 20152016
Richard R. KoulourisDiedre J. Gray100%No change from 20152016
Christopher J. Neugent100%No change from 20152016
(1) 
The Committee approved 20162017 targets at the November 20152016 Committee meeting based on a thorough review of competitive market data and evaluation of other relevant factors noted in the CD&A section above entitled 20162017 Compensation Elements-Base Salary.
(2) 
Participants may earn from 50% to 150% of target bonus based on performance achievement between threshold and maximum. Payout opportunities for performance between threshold, target and maximum are interpolated on a straight-line basis. Performance below the approved threshold will result in no bonus payment. The Committee retains discretion to determine the final bonus payments made.
Actual 2016Fiscal Year 2017 performance assessment and earned amounts: The Committee approved the following attainment levels for corporate Adjusted Free Cash Flow and business unit Adjusted EBITDA for fiscal 2016:year 2017:
(dollars in millions)
Fiscal 2016 Performance AchievementThresholdTargetMaximumActual
Fiscal Year 2017 Performance AchievementThresholdTargetMaximumActual
Corporate-Adjusted Free Cash Flow(1)
$603
$649
$694
$812
$761.90$802.00$842.10$794.5
Michael Foods-Adjusted EBITDA(2)
304
320
336
423
$367.84$387.20$403.20$353.2
Post Consumer Brands-Adjusted EBITDA(3)
378
398
418
415
$457.62$474.10$491.33$477.2
Private Brands-Adjusted EBITDA(4)
69
73
77
66
(1)  
Corporate-Adjusted Free Cash Flow is a non-GAAP measure which represents Adjusted EBITDA less cash capital expenditures from the Company’s Annual Report on Form 10-K of $122 million.$190.4 million (both of which were adjusted to exclude the impact of the Company’s recent acquisition of Weetabix and certain corporate capital initiatives which were not taken into account when the Committee determined the Company’s Adjusted Free Cash Flow attainment levels). Adjusted EBITDA, as used herein, represents the consolidated net earnings of the Company excluding income taxes, net interest expense, depreciation and amortization, non-cash stock-based compensation, restructuring and plant closure costs, transaction costs, integration costs, inventory valuation adjustments on acquired businesses, mark-to-market adjustments on commodity hedges, mark-to-market adjustments and settlements on interest rate swaps, losses on asset sales, provisions for legal settlements, gains from insurance and indemnification proceeds, foreign currency gains and losses on intercompany loans and gain on sale of business.
(2)
Michael Foods-Adjusted EBITDA is a non-GAAP measure which represents the segment profit of the Michael Foods Group segment from the Company’s Annual Report on Form 10-K, excluding the financial results of the Willamette Egg Farms business, depreciation and amortization, mark-to-market adjustments on commodity hedges gains from insurance and indemnification proceeds, gain on sale of a business, provisions for legal settlements, inventory valuation adjustments on acquired businesses and foreign currency gains and losses on intercompany loans.settlements.

(3)
Post Consumer Brands-Adjusted EBITDA is a non-GAAP measure which represents the segment profit of the Post Consumer Brands segment from the Company’s Annual Report on Form 10-K, excluding the results of the Attune business, the Weetabix North America business acquired on July 3, 2017, depreciation and amortization, mark-to-market adjustments on commodity hedges, provisions for legal settlements and integration costs.
(4)
Private Brands-Adjusted EBITDA is a non-GAAP measure which represents the segment profit of the Private Brands segment from the Company’s Annual Report on Form 10-K, excluding depreciation and amortization.
Based on the approved actual 2016fiscal year 2017 performance results above, and the results of the Committee’s comprehensive financial review, the Committee approved the following bonus amounts:
Approved Fiscal 2016 Actual Bonuses 
Approved Fiscal Year 2017 Actual Bonuses 
Name
2016 Target Bonus
(% of Salary)
2016 Actual Bonus
(% of Target)
2016 Actual Bonus
2017 Target Bonus
(% of Salary)
2017 Actual Bonus
(% of Target)
2017 Actual Bonus
William P. StiritzNot applicable
Robert V. Vitale120%150%$1,800,000120%$1,200,000
Jeff A. Zadoks100%150%$712,500100%$515,000
James E. Dwyer, Jr.100%150%$990,000100%50%$337,500
Richard R. Koulouris100%50%$262,500
Diedre J. Gray100%$460,000
Christopher J. Neugent100%150%$937,500100%$675,000
Although theThe Company fell just short of its corporate overall Adjusted Free Cash Flow target of $802 million, delivering $794.5 million of Adjusted Free Cash Flow. However, when determining bonus amounts at the corporate level, the Committee took into account that the Company had a strong fiscal year 2017 performance, including the Company’s stock price performance, both on an absolute basis and when compared to the Company’s peers. The Committee also considered the activities undertaken by management to position the Company for future growth, including substantial corporate projects around two major

acquisitions and several financing efforts. In light of these considerations, as well as the fact that management met external expectations and the budget previously approved by the Board, the Committee exercised its reasonable discretion to determine to pay out bonuses at the corporate level, including to Messrs. Vitale and Zadoks and Ms. Gray, at the 100% target level.
The Michael Foods Group Adjusted EBITDA target, and Post Consumer Brands Adjusted EBITDA target were all exceeded in fiscal 2016, the Private Brands business did not meet the established Adjusted EBITDA threshold level of $69$367.84 million, delivering $66$353.2 million of Adjusted EBITDA. In determining incentive plan payouts for fiscal 2016,year 2017 for Mr. Dwyer, the Committee considered not only the overall very strong performance of the Company as a whole, but also considered certain additional factors which impacted the Private BrandsMichael Foods Group business such as:
Capacity constraints;successful navigation of the avian influenza outbreak which affected Michael Foods Group’s egg business;
Substantialsubstantial investments in food safety;
Additional investments incage-free housing systems for hens across the existing Private Brands portfolio to enable future growth;Michael Foods Group network; and
The impactsuccessful integration of global and industry events beyond the Company’s or the executives’ control.a newly acquired pasteurized egg business into Michael Foods Group.
These factors were not considered at the time the fiscal year’s performance goals and related metrics were established. These factorsestablished, and they substantially impacted the ability of the Private BrandsMichael Foods Group business reachingto reach the Adjusted EBITDA threshold milestone for fiscal 2016.year 2017. The Committee, exercising its reasonable discretion, determined to pay out bonuses to the Private BrandsMichael Foods Group business, including to Mr. Koulouris,Dwyer, at the 50% threshold level.
Additionally, the Post Consumer Brands Adjusted EBITDA of $415 million included incremental discretionary spending of $12 million that was not considered when the maximum target fiscal 2016 goal was established. Excluding this $12 million the Post Consumer Brands Adjusted EBITDA was $427 million, surpassing the $418 million maximum target threshold and supporting the Post Consumer Brands 150% threshold level.
Long-Term Incentives — Annual Grants
The Committee believes in a balanced approach to long-term incentive compensation, with an emphasis on performance-based compensation. Our regular ongoing equity structure consists of stock options and RSUs. We firmly believe that stock options especially represent effective performance-based compensation.
The Committee uses competitive market data from our annual total compensation study to assist with targeted long-term incentive value. In addition, the Committee considers individual performance, potential future contributions to our business, internal equity, and management’s recommendations. For our regular ongoing equity grant made in November 2015, the
Our fiscal year 2017 equity value mix was approximately 50/5075/25 stock option and RSU value for Mr. Vitale, 65/35 for Messrs. Dwyer and our business unit heads,Neugent, and approximately 40/60 stock option and RSU value55/45 for Mr. Zadoks.Zadoks and Ms. Gray. This approach is consistent with our philosophy of granting a higher weight of performance-based value (achieved with stock options) to our CEO and business unit heads.leaders.
Stock options: The value of stock options is based solely on stock price appreciation after the grant date. Stock option grants have a ten-year term and one-third of the grant vests on the first, second and third anniversaries of the grant date. The exercise price is determined based on our closing stock price on the grant date.

RSUs: The value of RSUs provides a base level of retention value as well as incentive for increasing shareholder value after the grant date. RSUs vest one-third per year on the first, second and third anniversaries of the grant date.
Long-Term Incentives — Special Retention Grant to Mr. VitaleFiscal Year 2018 Grants
Upon the recommendation of theThe Committee engaged with the independent directors of the Board of Directors approvedcompensation consultant to design and implement a special RSU grant to Mr. Vitale in February 2016.new three-year long-term performance program for fiscal year 2018. The independent members of the Board firmly believe that Mr. Vitale’s strategic leadership is the primary driver ofnew program will focus on our significantthree-year total shareholder return since taking office on November 1, 2014. The following chart very clearly illustrates that fact, comparing Post’s total shareholder return and increaseagainst companies in market capitalization to our peers and the broader U.S. market.
rvvtsrmci112916.jpg
In light of (a) Mr. Vitale’s significant and direct impact on increasing Post’s total shareholder value and (b) our critical need to retain his services for the long-term success of our shareholders, the independent directors believed it was in the best interest of all shareholders to grant additional incentive to Mr. Vitale to remain at the Company for the long term. In February 2016, the independent directors approved a special retention award of RSUs with an aggregate value of approximately $10 million at grant. No portion of the grant will vest prior to the fifth anniversary of the grant date (i.e., 100% of the grant will vest on February 2, 2021). The grant will be completely forfeited if Mr. Vitale voluntarily terminates employment for any reason. If Mr. Vitale’s employment with the Company is involuntarily terminated without cause prior to the grant vesting date, the RSUs will vest as if there were a three-year pro rata vesting schedule with vesting occurring on the first, second and third anniversaries of the date of grant, in accordance with our executive severance plan. The vesting of the RSUs also will accelerate in the event of a qualifying termination following a change in control of the Company.
The Committee reviewed the grant’s potential impact on profitability metrics that impact our share price, our annual equity run rate, the aggregate potential dilution to shareholders, and the value of the special retention grant as a percentage of the Company’s increase in market capitalization since Mr. Vitale took office in 2014. The independent directors determined that the grant was appropriate given the minimal impact on these items through the vesting date of February 2, 2021. Furthermore, Mr. Vitale’s total compensation opportunity, including the amortized value of the special retention grant, is positioned at approximately the size-adjusted 75th percentile for Total Shareholder Return (“TSR”) performance that has far exceeded the 75th percentile for our peer companies and the broader U.S. market.industry.
Value of Option Awards
We determine the fair value of stock option grants in accordance with FASB ASC Topic ASC 718 and the SEC’s Staff Accounting Bulletin Topic 14. Application of this guidance has historically caused our fair value estimates to be somewhat lower than those determined by external shareholder advisory firms, primarily due to differences in assumptions for the expected term of the options. For our standard three-year vesting awards, we have used the simplified method allowed under generally accepted accounting principles (“GAAP”) as we do not have sufficient historical share option exercise experience. This approach resulted in an expected term of 6.5 years. The advisory firms use a full ten-year expected term for their stock option valuations, regardless of the Company’s circumstances.

CEO Compensation Structure
The following table summarizes Mr. Vitale’s compensation for fiscal 2016:
Pay ElementDescription
Total Compensation Opportunity
Base salary, target bonus, and the regular equity grant approved in November 2015 were set at approximately the size-adjusted 50th percentile (based on the August 2015 competitive pay study).
Including the amortized value of the special retention equity grant, Mr. Vitale’s total compensation opportunity was positioned at approximately the size-adjusted 75th percentile for TSR performance that has far exceeded the 75th percentile for our peer companies and the broader U.S. market.
Base Salary$1,000,000
Target Bonus120% of base salary
Equity Grant-Regular (November 2015)(1)
130,000 stock options and 40,000 RSUs with three-year ratable vesting
Approximately $5M grant date fair value comprised of 52% option value and 48% RSU value
Equity Grant-Retention (February 2016)(1)
RSUs with five-year “cliff” vesting (no vesting until February 2021)
Approximately $10M grant date fair value ($2M when amortized over five-year vesting schedule)
(1)
The grant date fair values for our equity grants represent the FASB ASC Topic 718 value for accounting and proxy reporting purposes. These values vary from the proxy advisory firms’ calculations due to differences in Black-Scholes stock option pricing model assumptions. We believe the FASB ASC Topic 718 value is the most acceptable and consistent valuation model to utilize for these valuations.
Other Compensation Policies
Stock Ownership Guidelines
We have stock ownership guidelines applicable to non-employee directors and corporate executive officers. Our Board of Directors believes it is in the best interests of the Company and our shareholders to align the financial interests of executive officers and non-employee directors with those of our shareholders. Our guideline structure is as follows:
Mr. Stiritz - $15,000,000 in value of the Company’s stock
Chief Executive Officer - 5 times salary
Executive Officers - 2 times salary
Non-Employee Directors - 5 times annual retainer
Participants are expected to comply with the ownership requirements within five years of an appointment to a qualified position. As of September 30, 2016,2017, over 80%90% of participants were in compliance with the ownership requirements, and all who are not compliant are still within the five-year timeframehave been granted an exception for compliance. The categories of stock ownership that satisfy the ownership criteria include:
Sharesshares owned directly or indirectly (e.g. by spouse or trust),;
Unvestedunvested cash or stock-settled restricted stock or restricted stock units,units;
Sharesshares invested in the Savings Investment Plan or the Executive Savings Investment Plan,Plan; and
Shareshare equivalents under our deferred compensation plans.
Unvested stock options and stock appreciation rights are not included when determining compliance with the guidelines. The Committee is responsible for monitoring the application of the stock ownership guidelines and may modify the guidelines in its discretion, including as a result of dramatic or unexpected changes in the market value of Post common stock. The Committee has the discretion to enforce these stock ownership guidelines on a case-by-case basis. In accordance with our guidelines, the Committee has approved an exception to Mr. Curl’s stock ownership requirement based on his employer’s conflicts of interest policy.
Recoupment (“Clawback”) Policy
We have an executive compensation “clawback” policy in connection with performance-based compensation. The clawback policy provides that in the event there is a restatement of the Company’s financial results, other than due to a change in applicable accounting methods, rules or interpretations, the Committee, to the extent allowable under applicable law, has the authority to recoup performance-based compensation paid to a director or executive officer during the three-year period

preceding the restatement if (i) the restatement would result in the payment of a reduced award if the award were recalculated based on the restated results and (ii) the director or executive officer engaged in fraud or intentional illegal conduct which materially contributed to the need for such restatement. The policy went into effect on May 4, 2015 and applies to all performance-based compensation granted, paid or credited after May 4, 2015.
Policy on Hedging and Pledging Company Stock
We have a policy that prohibits directors and executive officers from engaging in derivative or hedging transactions in the Company’s securities and a policy that prohibits pledging of shares by directors and executive officers. Specifically, the policy prohibits directors and executive officers from (i) purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of the Company’s common stock or other equity securities or (ii) pledging, hypothecating or otherwise encumbering shares of the Company’s common stock or other equity securities as collateral for indebtedness, including holding such shares in a margin account. The policy was adopted on May 4, 2015.
Compensation Risk Assessment
The Committee is responsible for overseeing the risks relating to compensation policies and practices affecting senior management on an ongoing basis. The Committee believes our governance policies and compensation structure result in a compensation system that is not reasonably likely to lead to management decisions that would have a material adverse effect on the Company. The following features of our program mitigate this risk:
Thethe Committee retains an independent compensation advisor to assist with annual compensation decisions;
Thethe Board approves the Senior Management Bonus Program financial goals at the start of the fiscal year, and approves the performance achievement level and final payments earned at the end of the fiscal year;
Thethe Senior Management Bonus Program caps potential payouts at 150% of the target opportunity to mitigate potential windfalls;
Wewe utilize a mix of cash and equity variable incentive programs, and all equity awards are subject to multi-year vesting;
Wewe utilize a portfolio of equity award types;
We
we utilize competitive general and change-in-control severance programs to help ensure executives continue to work towards the shareholders’ best interests in light of potential employment uncertainty;
Executiveexecutive officers are subject to minimum stock ownership guidelines and limitations on trading in our securities, including prohibitions on hedging and pledging; and
Anan incentive clawback policy permits the Company to recoup compensation paid on the basis of financial results that are subsequently restated.
Limitations on Deductibility of Compensation
Section 162(m) of the Internal Revenue Code sets a limit on deductible compensation of $1,000,000 per person, per year for the chief executive officer and the next three highest-paid executives (excluding the chief financial officer). However, the deduction limit does not apply if the compensation is strictly performance-based. In establishing total compensation for such officers, the Committee considers the effect of Section 162(m). However, corporate objectives may not always be consistent with the requirements for full deductibility. Therefore, deductibility is not the sole factor used in setting the appropriate compensation levels paid by the Company and decisions leading to future compensation levels may not be fully deductible under Section 162(m). We believe this flexibility enables us to respond to changing business conditions or to an executive’s exceptional individual performance.
Benefits and Perquisites
RetirementDeferred Compensation
We maintain non-qualified deferred compensation plans for non-employee directors and key employees. These plans provide executives with an opportunity to accumulate funds for retirement. The deferred compensation plan allows eligible employees to defer all or a portion of any eligible bonus earned on a pre-tax basis. The committee that administers the plan may determine that matching contributions may be made for any of Post’s fiscal years. Absent such determination, no matching contribution is made. We also maintain an executive savings investment plan which permits eligible employees to make pre-tax deductions of between 1% and 44%75% of their annual compensation.base salaries. Income taxes on the amounts deferred and any investment gains are deferred until distributed. The plan does not provide for Company matching contributions. The plan does permit, if approved, a discretionary annual employer contribution.

contribution, which vests at 25% of each year of service.
Deferred compensation under the plans may be hypothetically invested in Post common stock equivalents or in a number of funds operated by Vanguard Fund Group, Inc. with a variety of investment strategies and objectives. Under this plan, distribution of deferrals invested in common stock equivalents are made in cash in the amount of the value of such equivalents at the time of retirement, and deferrals invested in the Vanguard funds are made in cash. A number of investment funds are available as “benchmark” investment options. Amounts contributed continue to grow on a tax-deferred basis until distributed. We do not guarantee the rate of return of any fund. Any matching contributions under the deferred compensation plan are deemed to be hypothetically invested in Post common stock equivalents. Under both plans, distributions of deferrals invested in common stock equivalents are generally made in shares of our common stock, and deferrals hypothetically invested in the Vanguard funds are made in cash. As with any deferred compensation plan, there are restrictions on deferral and distribution elections as well as potential financial exposure to changes in our financial health. These plans allow executives to accumulate funds for retirement. See the subsection Non-Qualified Deferred Compensation on page 36 for further information.
Perquisites
We provide executives limited perquisites and other personal benefits that we believe are reasonable and consistent with our overall compensation philosophy. These benefits help retain and attract superior employees for key positions. The Committee reviews the levels of perquisites and other benefits periodically.
Except as noted below, currently the only perquisite provided is personal use of our corporate aircraft. Our executive officers may use the plane for personal use with prior authorization of the Chief Executive Officer. Our Committee has the authority to grant tax gross-ups related to such use. The Committee can authorize tax gross-ups related to such use provided that they do not exceed $100,000 for any individual or $200,000 in the aggregate during any fiscal year, which limits remained in effect for fiscal 2016.year 2017. The Committee reviews the levels of perquisites and other benefits periodically. Personal use of the Company aircraft is discussed in the Summary Compensation Table below where applicable.
In addition, Mr. Neugent receivesreceived a $12,000$4,500 car allowance perin fiscal year.year 2017, which has been discontinued for subsequent fiscal years. This car allowance is discussed in the Summary Compensation Table below where applicable.

Change in Control Coverageand Involuntary Termination Treatment
Management Continuity Agreements
Each member of our senior management, including the NEOs whose compensation is discussed herein, except for Mr. Stiritz, has entered into a management continuity agreement or is a participant in a change in control severance compensation policy.our Executive Severance Plan described below. The management continuity agreements are intended to promote stability and continuity of senior management in the event of an actual or anticipated change in control of Post.the Company. The Board of Directors authorized these agreements in recognition of the importance to us and our shareholders of avoiding the distraction and loss of key management personnel that may occur in connection with rumored or actual fundamental corporate changes. Our Board of Directors is of the opinion that a properly designed change in control agreement protects shareholder interest by providing (i) incentives to remain with the Company despite uncertainties while a transaction is under consideration or pending and (ii) assurance of severance benefits for terminated employees, and (iii) access to equity components of total compensation after a change in control. Mr. Neugent has not entered into a management continuity agreement as he is currently a participant in a legacy MOM Brands Company change in control severance compensation policy.employees.
Under the management continuity agreements, in the event of an involuntary termination in association with a change in control, a NEO who has executed a management continuity agreement may receive (i) a lump sum severance payment equal to the present value of three years of base paysalary plus the present value of the greater of three years of (A) the NEO’s target bonus for the year in which termination occurred and (B) the NEO’s last annual bonus preceding the termination or change in control (whichever is greater), (ii) a lump sum payout equal to the actuarial value of continued participation in certain welfare benefit plans or equivalent benefits, (iii) outplacement assistance, and (iv) reimbursement for certain litigation expenses.
Under the MOM Brands severance policy, if Mr. Neugent is terminated by Post without “just cause” or if he terminates his employment with Post for “good reason” (these circumstances are more fully described in Potential Payments upon Termination of Employment or Change in Control starting on page 37), he may receive (i) a lump sum severance payment equal to two years of his base pay and target annual bonus, (ii) a lump sum severance payment equal to a pro rata portion of his target annual bonus for the year in which termination occurs, (iii) a lump sum payment equal to twenty-four times the monthly premium for coverage under certain welfare benefit plans or equivalent plans, and (iv) outplacement assistance.
Further information regarding payments under the management continuity agreements and the MOM Brands severance policy for the corporate officers named in this proxy statement is provided in Potential Payments upon Termination of Employment or Change in Control starting on page 37.
Executive Severance Plan
We adopted an executive severance plan in fiscal year 2015 (which we amended in fiscal 2016)year 2016 and fiscal year 2017), which generally provides the following benefits in the event of a termination of employment by us without cause or by the executive for good reason:
Twoa lump sum payment of two times the executive’s annual base salary and target bonus, plus $20,000;

Prorateda prorated bonus for the year of termination;
Forfor any equity award with a time-based vesting schedule that is not pro rata, or with a vesting schedule that does not provide for any vesting on or before the first anniversary of the date of grant of the equity award, vesting of the equity award as if there was a three-year pro rata vesting schedule with vesting occurring on the first, second and third anniversaries of the date of grant (to the extent the equity award had not already vested at a greater percentage);
12up to twelve weeks of COBRA subsidy at active employee rates upon timely election of COBRA; and
Outplacementoutplacement services.
AllThe executive severance plan also provides severance benefits in the event of our NEOs, except for Mr. Stiritz andan involuntary termination in association with a change of control of the Company to Mr. Neugent are eligible for these benefits. In orderand to receiveother participating senior management employees who have not executed a management continuity agreement. Mr. Neugent’s benefits mirror the benefits that are provided for in the executive must sign a release of claims against the Company.management continuity agreements described immediately above under Management Continuity Agreements.
We believe that the management continuity agreements the MOM Brands severance policy and the Executive Severance Plan are fair to the executives and to our shareholders and, because the severance benefits are agreed to before a possible termination, they avoid the need for protracted negotiations at the termination date.
Equity Compensation
Generally, if a NEO ceases to be employed by the Company in the event of an involuntary termination in association with a change in control, each equity award held by such NEO vests. With some exceptions, if a NEO’s employment terminates other than due to death or disability outside of the context of a change of control, each unvested equity award held by such NEO is forfeited. See the subsection Potential Payments Upon Termination of Employment or Change in Control on page 37 for further information.


Summary Compensation Table
The following table shows information about the compensation of our Chief Executive Officer, our Chief Financial Officer and the three most highly compensated officers who were serving as named executive officers at September 30, 2016, and our former Executive Chairman for whom disclosure would not have been provided but for the fact that he served as one of our principal executive officers for part of fiscal year 2016.2017.
Name and Principal Position Year 
Salary
($)
 
Bonus
($)(5)
 
Stock
Awards
($)(6)
 
Option
Awards
($)(7)
 
Non-Equity
Incentive Plan
Compensation
($)(8)
 
Changes in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
($)(9)
 
All Other
Compensation
($)(10)
 
Total
($)
William P. Stiritz (1)
 2016 
 
 
 
 
 
 120,132
 120,132
Former Executive Chairman 2015 1
 
 
 3,216,694
 
 
 99,026
 3,315,721
  2014 1
 
 
 5,500,375
 
 
 183,229
 5,683,605
Robert V. Vitale 2016 975,000
 
 12,419,957
 2,629,121
 1,800,000
 27,752
 158,658
 18,010,488
President & CEO 2015 775,000
 
 844,750
 6,308,581
 1,440,000
 
 97,594
 9,465,925
  2014 500,000
 
 765,700
 1,362,884
 100,000
 3,290
 46,503
 2,778,377
Jeff A. Zadoks 2016 462,500
 
 605,000
 404,480
 712,500
 14,645
 58,604
 2,257,729
SVP & CFO 2015 367,500
 
 337,900
 
 562,500
 
 53,760
 1,321,660
  2014 285,000
 
 1,330,850
 
 205,200
 5,116
 18,353
 1,844,519
James E. Dwyer, Jr. (2)
 2016 657,692
 
 756,250
 778,624
 990,000
 
 36,744
 3,219,310
EVP; President & CEO, 2015 640,385
 
 675,800
 1,107,162
 900,000
 
 2,640
 3,325,987
Michael Foods Group                  
Richard R. Koulouris (3)
 2016 521,875
 
 756,250
 778,624
 262,500
 
 78,390
 2,397,639
EVP; President & CEO, 2015 322,115
 50,000
 954,000
 1,556,800
 750,000
 
 57,934
 3,690,849
Private Brands                  
Christopher J. Neugent (4)
 2016 619,988
 
 756,250
 778,624
 937,500
 
 38,752
 3,131,114
President & CEO,                  
Post Consumer Brands                  
Name and Principal Position Year 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($)(2)
 
Option
Awards
($)(3)
 
Non-Equity
Incentive Plan
Compensation
($)(4)
 
Changes in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
($)(5)
 
All Other
Compensation
($)(6)
 
Total
($)
Robert V. Vitale 2017 1,000,000
 
 1,426,400
 4,761,935
 1,200,000
 63,693
 195,470
 8,647,498
President & CEO 2016 975,000
 
 12,419,957
 2,629,121
 1,800,000
 27,752
 158,658
 18,010,488
  2015 775,000
 
 844,750
 6,308,581
 1,440,000
 
 97,594
 9,465,925
Jeff A. Zadoks 2017 510,000
 
 463,580
 595,242
 515,000
 27,432
 72,805
 2,184,059
EVP & CFO 2016 462,500
 
 605,000
 404,480
 712,500
 14,645
 58,604
 2,257,729
  2015 367,500
 
 337,900
 
 562,500
 
 53,760
 1,321,660
James E. Dwyer, Jr. 2017 673,269
 
 570,560
 1,066,475
 337,500
 708
 56,576
 2,705,088
President & CEO, 2016 657,692
 
 756,250
 778,624
 990,000
 
 36,744
 3,219,310
Michael Foods Group 2015 640,385
 
 675,800
 1,107,162
 900,000
 
 2,640
 3,325,987
Diedre J. Gray 2017 455,625
 
 463,580
 520,837
 460,000
 26,784
 76,906
 2,003,732
EVP, General Counsel & Chief 2016 415,625
 
 605,000
 303,360
 637,500
 11,394
 62,772
 2,035,651
Administrative Officer, Secretary 2015 347,083
 
 337,900
 
 525,000
 
 51,475
 1,261,458
Christopher J. Neugent (1)
 2017 668,750
 
 570,560
 1,066,475
 675,000
 3,583
 121,990
 3,106,358
President & CEO, 2016 619,988
 
 756,250
 778,624
 937,500
 
 38,752
 3,131,114
Post Consumer Brands                  
_________
(1) 
Mr. Stiritz resigned as Executive Chairman ofNeugent joined the Company effective February 2, 2016, however, he continues in his role as Chairman of the Board of Directors.May 4, 2015.
(2)
Mr. Dwyer joined the Company effective June 2, 2014. Mr. Dwyer did not enroll in the Company’s Executive Savings Investment Plan or Deferred Compensation Plan for Key Employees during fiscal year 2016.
(3)
Mr. Koulouris joined the Company effective February 9, 2015. Mr. Koulouris did not enroll in the Company’s Executive Savings Investment Plan or Deferred Compensation Plan for Key Employees during fiscal year 2016.
(4)
Mr. Neugent joined the Company effective May 4, 2015. Mr. Neugent did not enroll in the Company’s Executive Savings Investment Plan or Deferred Compensation Plan for Key Employees during fiscal year 2016.
(5)
For Mr. Koulouris, this amount represents a signing bonus awarded upon joining the Company.
(6) 
The amounts relate to awards of restricted stock units granted in the fiscal year and reflect the aggregate grant date fair valuevalues computed in accordance with FASB ASC Topic 718, and do not correspond to the actual valuevalues that will be realized by the named executive officers. See Note 1718 to the Company’s fiscal year 20162017 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718. For Mr. Vitale, in fiscal year 2016 this amount includes two restricted stock unit awards: (i) an annual grant on November 16, 2015 and (ii) a grant on February 2, 2016 in recognition of his service as CEO. 
(7)(3) 
The amounts relate to option awards granted in the fiscal year and reflect the aggregate grant date fair valuevalues computed in accordance with FASB ASC Topic 718 and do not correspond to the actual amountamounts that will be realized upon exercise by the named executive officers. See Note 1718 to the Company’s fiscal year 20162017 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718. For Mr. Vitale, in fiscal year 2015 this amount includes two option awards: (i) an annual grant on October 9, 2014 and (ii) a grant on February 17, 2015 in recognition of his promotion to President and CEO.
(8)(4) 
The amounts reported in this column reflect bonuses earned by the named executive officers during the fiscal year under our Senior Management Bonus Program, discussed above in our Compensation Discussion and Analysis.
(9)(5) 
The amounts reported in this column represent the aggregate earnings on the respective named executive officer’s account under our Executive Savings Investment Plan and Deferred Compensation Plan for Key Employees. These amounts are included in the Non-Qualified Deferred Compensation Plan table below.
(10)(6) 
Amounts shown in the “All Other Compensation” column include the following:



Name Year 
Matching
Contributions
($)
 Life Insurance
Premiums
($)
 Personal Use of Aircraft
($) (a)
 
Tax Gross-Ups
($) (b)
 Miscellaneous ($) 
Total
($)
 Year 
Matching
Contributions
($)
 Life Insurance
Premiums
($)
 Personal Use of Aircraft
($) (a)
 
Tax Gross-Ups
($) (b)
 Miscellaneous ($) 
Total
($)
William P. Stiritz 2016 
 
 80,680
 39,452
 
 120,132
 2015 
 
 75,000
 24,026
 
 99,026
 2014 
 
 155,241
 27,988
 
 183,229
Robert V. Vitale 2016 136,599
 905
 13,733
 7,421
 
 158,658
 2017 163,120
 714
 20,030
 11,606
 
 195,470
 2015 72,600
 1,478
 17,121
 6,395
 
 97,594
 2016 136,599
 905
 13,733
 7,421
 
 158,658
 2014 15,600
 1,478
 26,037
 3,388
 
 46,503
 2015 72,600
 1,478
 17,121
 6,395
 
 97,594
Jeff A. Zadoks 2016 57,699
 905
 
 
 
 58,604
 2017 69,955
 714
 
 2,136
 
 72,805
 2015 45,612
 1,478
 5,303
 1,367
 
 53,760
 2016 57,699
 905
 
 
 
 58,604
 2014 16,875
 1,478
 
 
 
 18,353
 2015 45,612
 1,478
 5,303
 1,367
 
 53,760
James E. Dwyer, Jr. 2016 15,900
 905
 16,553
 3,386
 
 36,744
 2017 32,190
 714
 19,265
 4,407
 
 56,576
 2015 
 1,649
 
 991
 
 2,640
 2016 15,900
 905
 16,553
 3,386
 
 36,744
Richard R. Koulouris 2016 11,063
 905
 44,999
 21,423
 
 78,390
 2015 
 1,649
 
 991
 
 2,640
Diedre J. Gray 2017 62,674
 714
 9,021
 4,497
 
 76,906
 2016 53,911
 905
 4,659
 3,297
 
 62,772
 2015 
 986
 42,778
 14,170
 
 57,934
 2015 47,108
 1,478
 1,970
 919
 
 51,475
Christopher J. Neugent 2016 17,581
 734
 
 
 20,437 (c)
 38,752
 2017 93,631
 714
 17,278
 5,867
 4,500 (c)
 121,990
 2016 17,581
 734
 
 
 20,437 (d)
 38,752
_________
(a)Amounts are based on the aggregate incremental cost to us of the named executive officer’s use of our aircraft. The incremental cost is calculated by dividing the total estimated variable costs (such as fuel, landing fees, employed pilot incidentals, contract pilot fees, on-board catering and flight crew expenses) by the total flight hours for such fiscal year and multiplying such amount by the individual’s total number of flight hours for non-business use for the fiscal year. Incremental costs do not include certain fixed costs that we incur by virtue of owning the plane, including depreciation, employed pilot salaries and benefits, hangar fees and maintenance. Spouses and guests of executivesexecutive officers occasionally fly on the aircraft as additional passengers on business flights. In those cases, the aggregate incremental cost is a de minimis amount, and no amounts are therefore reported; however, these flights are treated as taxable under the Internal Revenue Service’s Standard Industry Fare Level (“SIFL”) formula for imputing taxable income for such use.
(b)Executive officers may use the aircraft for personal use (including for spouses and guests) so long as the value of such use is treated as taxable compensation to the individual. We report the SIFL rates for such use in each executive’sexecutive officer’s taxable wages. We reimburse our executive officers for amounts necessary to offset the impact of income taxes relating to such use.
(c)Amount consists of Mr. Neugent’s car allowance.
(d)Amount includes Mr. Neugent’s car allowance ($12,000) and a one-time payment as a result of being unable to participate in the Company’s non-qualified deferred compensation plans ($8,437).


Supplemental Summary Compensation Table
The following table presents additional information on the compensation of our named executive officers during fiscal 2016year 2017 that differs from the Summary Compensation Table presented immediately above and is intended to illustrate the longer term nature of the equity awards granted to our executive officers. The above Summary Compensation Table was prepared in accordance with SEC requirements and shows, in the “Stock Awards” and “Option Awards” columns, the corresponding grant date fair value for the awards as reflected in our financial statements. The following table presents, in the “Stock Awards” column, the market value of shares underlying the RSUsrestricted stock units which vested during the applicable fiscal 2016year and, in the “Option Awards” column, the intrinsic value (the difference between the market value of the shares and the exercise price of the option) of stock options exercised during the respectiveapplicable fiscal year. The other columns in the table are the same as those used in our Summary Compensation Table above.
This table is not intended to be a substitute for the Summary Compensation Table shown above.on page 30. However, we believe the table provides a useful comparison of the difference between the grant date fair value for an award under applicable accounting standards and the actual value an executive officer received in the fiscal year ended September 30, 2016.2017. Please see the table Outstanding Equity Awards at Fiscal Year End below for a list of each named executive officer’s outstanding equity awards and their vesting/ exercisable schedules.
Name and Principal Position Year 
Salary
($)
 
Bonus
($)(5)
 
Stock
Awards
($)(6)
 
Option
Awards
($)(7)
 
Non-Equity
Incentive Plan
Compensation
($)(8)
 
Changes in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
($)(9)
 
All Other
Compensation
($)(10)
 
Total
($)
William P. Stiritz (1)
 2016 
 
 
 5,114,000
 
 
 120,132
 5,234,132
Former Executive Chairman 2015 1
 
 
 
 
 
 99,026
 99,027
  2014 1
 
 5,232,308
 
 
 
 183,229
 5,415,538
Robert V. Vitale 2016 975,000
 
 891,073
 
 1,800,000
 27,752
 158,658
 3,852,483
President & CEO 2015 775,000
 
 474,575
 
 1,440,000
 
 97,594
 2,787,169
  2014 500,000
 
 318,107
 
 100,000
 3,290
 46,503
 967,900
Jeff A. Zadoks 2016 462,500
 
 461,310
 
 712,500
 14,645
 58,604
 1,709,559
SVP & CFO 2015 367,500
 
 235,221
 
 562,500
 
 53,760
 1,218,981
  2014 285,000
 
 151,086
 
 205,200
 5,116
 18,353
 664,755
James E. Dwyer, Jr. (2)
 2016 657,692
 
 403,226
 
 990,000
 
 36,744
 2,087,662
EVP; President & CEO, 2015 640,385
 
 
 
 900,000
 
 2,640
 1,543,025
Michael Foods Group                  
Richard R. Koulouris (3)
 2016 521,875
 
 470,086
 
 262,500
 
 78,390
 1,332,851
EVP; President & CEO, 2015 322,115
 50,000
 
 
 750,000
 
 57,934
 1,180,049
Private Brands                  
Christopher J. Neugent (4)
 2016 619,988
 
 
 
 937,500
 
 38,752
 1,596,240
President & CEO,                  
Post Consumer Brands                  
Name and Principal Position Year 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($)(2)
 
Option
Awards
($)(3)
 
Non-Equity
Incentive Plan
Compensation
($)(4)
 
Changes in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
($)(5)
 
All Other
Compensation
($)(6)
 
Total
($)
Robert V. Vitale 2017 1,000,000
 
 2,139,635
 
 1,200,000
 63,693
 195,470
 4,598,798
President & CEO 2016 975,000
 
 891,073
 
 1,800,000
 27,752
 158,658
 3,852,483
  2015 775,000
 
 474,575
 
 1,440,000
 
 97,594
 2,787,169
Jeff A. Zadoks 2017 510,000
 
 707,499
 
 515,000
 27,432
 72,805
 1,832,736
EVP & CFO 2016 462,500
 
 461,310
 
 712,500
 14,645
 58,604
 1,709,559
  2015 367,500
 
 235,221
 
 562,500
 
 53,760
 1,218,981
James E. Dwyer, Jr. 2017 673,269
 
 836,503
 
 337,500
 708
 56,576
 1,904,556
President & CEO, 2016 657,692
 
 403,226
 
 990,000
 
 36,744
 2,087,662
Michael Foods Group 2015 640,385
 
 
 
 900,000
 
 2,640
 1,543,025
Diedre J. Gray 2017 455,625
 
 707,499
 
 460,000
 26,784
 76,906
 1,726,814
EVP, General Counsel & Chief 2016 415,625
 
 461,310
 
 637,500
 11,394
 62,772
 1,588,601
Administrative Officer, Secretary 2015 347,083
 
 235,221
 
 525,000
 
 51,475
 1,158,779
Christopher J. Neugent (1)
 2017 668,750
 
 303,410
 
 675,000
 3,583
 121,990
 1,772,733
President & CEO, 2016 619,988
 
 
 
 937,500
 
 38,752
 1,596,240
Post Consumer Brands                  
_________
(1) 
Mr. Stiritz resigned as Executive Chairman ofNeugent joined the Company effective February 2, 2016, however, he continues in his role as Chairman of the Board of Directors.May 4, 2015.
(2)
Mr. Dwyer joined the Company effective June 2, 2014. Mr. Dwyer did not enroll in the Company’s Executive Savings Investment Plan or Deferred Compensation Plan for Key Employees during fiscal year 2016.
(3)
Mr. Koulouris joined the Company effective February 9, 2015. Mr. Koulouris did not enroll in the Company’s Executive Savings Investment Plan or Deferred Compensation Plan for Key Employees during fiscal year 2016.
(4)
Mr. Neugent joined the Company effective May 4, 2015. Mr. Neugent did not enroll in the Company’s Executive Savings Investment Plan or Deferred Compensation Plan for Key Employees during fiscal year 2016.
(5)
For Mr. Koulouris, this amount represents a signing bonus awarded upon joining the Company.
(6) 
In this Supplemental Summary Compensation Table, the Company has shown the actual financial benefit to the executive officers from stock awards that vested during the applicable year. For Mr. Vitale, in fiscal year 2016 this amount includes two restricted stock unit awards: (i) an annual grant on November 16, 2015 and (ii) a grant on February 2, 2016 in recognition of his service as CEO.   
(7)(3) 
In this Supplemental Summary Compensation Table, the Company has shown the actual financial benefit to the executive officers from options that were exercised during the applicable year. For Mr. Vitale, in fiscal year 2015 this amount includes two option awards: (i) an annual grant on October 9, 2014 and (ii) a grant on February 17, 2015 in recognition of his promotion to President and CEO.
(8)(4) 
The amounts reported in this column reflect bonuses earned by the named executive officers during the fiscal year under our Senior Management Bonus Program, discussed above in our Compensation Discussion and Analysis.
(9)(5) 
The amounts reported in this column represent the aggregate earnings on the respective named executive officer’s account under our Executive Savings Investment Plan and Deferred Compensation Plan for Key Employees. These amounts are included in the Non-Qualified Deferred Compensation Plan table below.
(10)(6) 
Amounts shown in the “All Other Compensation” column include the following:


Name Year 
Matching
Contributions
($)
 Life Insurance
Premiums
($)
 Personal Use of Aircraft
($) (a)
 
Tax Gross-Ups
($) (b)
 Miscellaneous ($) 
Total
($)
 Year 
Matching
Contributions
($)
 Life Insurance
Premiums
($)
 Personal Use of Aircraft
($) (a)
 
Tax Gross-Ups
($) (b)
 Miscellaneous ($) 
Total
($)
William P. Stiritz 2016 
 
 80,680
 39,452
 
 120,132
 2015 
 
 75,000
 24,026
 
 99,026
 2014 
 
 155,241
 27,988
 
 183,229
Robert V. Vitale 2016 136,599
 905
 13,733
 7,421
 
 158,658
 2017 163,120
 714
 20,030
 11,606
 
 195,470
 2015 72,600
 1,478
 17,121
 6,395
 
 97,594
 2016 136,599
 905
 13,733
 7,421
 
 158,658
 2014 15,600
 1,478
 26,037
 3,388
 
 46,503
 2015 72,600
 1,478
 17,121
 6,395
 
 97,594
Jeff A. Zadoks 2016 57,699
 905
 
 
 
 58,604
 2017 69,955
 714
 
 2,136
 
 72,805
 2015 45,612
 1,478
 5,303
 1,367
 
 53,760
 2016 57,699
 905
 
 
 
 58,604
 2014 16,875
 1,478
 
 
 
 18,353
 2015 45,612
 1,478
 5,303
 1,367
 
 53,760
James E. Dwyer, Jr. 2016 15,900
 905
 16,553
 3,386
 
 36,744
 2017 32,190
 714
 19,265
 4,407
 
 56,576
 2015 
 1,649
 
 991
 
 2,640
 2016 15,900
 905
 16,553
 3,386
 
 36,744
Richard R. Koulouris 2016 11,063
 905
 44,999
 21,423
 
 78,390
 2015 
 1,649
 
 991
 
 2,640
Diedre J. Gray 2017 62,674
 714
 9,021
 4,497
 
 76,906
 2016 53,911
 905
 4,659
 3,297
 
 62,772
 2015 
 986
 42,778
 14,170
 
 57,934
 2015 47,108
 1,478
 1,970
 919
 
 51,475
Christopher J. Neugent 2016 17,581
 734
 
 
 20,437 (c)
 38,752
 2017 93,631
 714
 17,278
 5,867
 4,500 (c)
 121,990
 2016 17,581
 734
 
 
 20,437 (d)
 38,752
_________
(a)Amounts are based on the aggregate incremental cost to us of the named executive officer’s use of our aircraft. The incremental cost is calculated by dividing the total estimated variable costs (such as fuel, landing fees, employed pilot incidentals, contract pilot fees, on-board catering and flight crew expenses) by the total flight hours for such fiscal year and multiplying such amount by the individual’s total number of flight hours for non-business use for the fiscal year. Incremental costs do not include certain fixed costs that we incur by virtue of owning the plane, including depreciation, employed pilot salaries and benefits, hangar fees and maintenance. Spouses and guests of executivesexecutive officers occasionally fly on the aircraft as additional passengers on business flights. In those cases, the aggregate incremental cost is a de minimis amount, and no amounts are therefore reported; however, these flights are treated as taxable under the Internal Revenue Service’s Standard Industry Fare Level (“SIFL”) formula for imputing taxable income for such use.
(b)Executive officers may use the aircraft for personal use (including for spouses and guests) so long as the value of such use is treated as taxable compensation to the individual. We report the SIFL rates for such use in each executive’sexecutive officer’s taxable wages. We reimburse our executive officers for amounts necessary to offset the impact of income taxes relating to such use.
(c)Amount consists of Mr. Neugent’s car allowance.
(d)Amount includes Mr. Neugent’s car allowance ($12,000) and a one-time payment as a result of being unable to participate in the Company’s non-qualified deferred compensation plans ($8,437).


Grants of Plan-Based Awards for the Fiscal Year Ended September 30, 20162017
The following table provides, for each of the named executive officers, information concerning cash awards under our annual incentive plan for fiscal 2016year 2017 and grants of equity awards made during fiscal 2016.year 2017. The non-equity incentive plan awards disclosed below are part of the Post Holdings, Inc. Senior Management Bonus Program adopted on May 4, 2015. The plan has threshold, target and maximum payouts, as set forth below, based on achievement of personal and/or corporate performance measures. Awards of options or restricted stock units were made under our 2012 Long-Term Incentive Plan, except for one award of restricted stock units below which is noted as being made under our 2016 Long-Term Incentive Plan. In November 2016,2017, the Corporate Governance and Compensation Committee met to review performance, and payments were made to each of the named executive officers based on a combination of achievement of the corporate performance measures and personal performance measures in the amounts set forth in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.”
   
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards
(1)
 
All Other Stock Awards: Number of Shares of Stock or Units
(#) (2)
 
All Other Option Awards: Number of Securities Underlying Options
(#) (3)
 Exercise or Base Price of Option Awards
($/Sh)
 
Grant Date Fair Value of Stock and Option Awards
($)
(4)
 
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
(1)
 
All Other Stock Awards: Number of Shares of Stock or Units
(#) (2)
 
All Other Option Awards: Number of Securities Underlying Options
(#) (3)
 Exercise or Base Price of Option Awards
($/Sh)
 
Grant Date Fair Value of Stock and Option Awards
($)
(4)
Name Grant Type Grant Date 
Threshold
($)
 
Target
($)
 
Maximum
($)
  Grant Type Grant Date 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
William P. Stiritz Annual Incentive 
 
 
 
       
 Options 
         
 
 
 Restricted Stock Units 
       
     
Robert V. Vitale Annual Incentive   600,000
 1,200,000
 1,800,000
         Annual Incentive 600,000
 1,200,000
 1,800,000
    
 Options 11/16/2015
         130,000
 60.50
 2,629,121
 Restricted Stock Units 11/16/2015
       40,000
     2,420,000
 Options 11/14/2016       192,000 71.32
 4,761,935
 
Restricted Stock Units (5)
 02/02/2016
       174,855
     9,999,957
 Restricted Stock Units 11/14/2016       20,000   1,426,400
Jeff A. Zadoks Annual Incentive   237,500
 475,000
 712,500
         Annual Incentive 257,500
 515,000
 772,500
    
 Options 11/16/2015
         20,000
 60.50
 404,480
 Options 11/14/2016       24,000 71.32
 595,242
 Restricted Stock Units 11/16/2015
       10,000
     605,000
 Restricted Stock Units 11/14/2016       6,500   463,580
James E. Dwyer, Jr. Annual Incentive   330,000
 660,000
 990,000
         Annual Incentive 337,500
 675,000
 1,012,500
    
 Options 11/16/2015
         38,500
 60.50
 778,624
 Options 11/14/2016       43,000 71.32
 1,066,475
 Restricted Stock Units 11/16/2015
       12,500
     756,250
 Restricted Stock Units 11/14/2016       8,000   570,560
Richard R. Koulouris Annual Incentive   262,500
 525,000
 787,500
        
Diedre J. Gray Annual Incentive 230,000
 460,000
 690,000
    
 Options 11/16/2015
         38,500
 60.50
 778,624
 Options 11/14/2016       21,000 71.32
 520,837
 Restricted Stock Units 11/16/2015
       12,500
     756,250
 Restricted Stock Units 11/14/2016       6,500   463,580
Christopher J. Neugent Annual Incentive   312,500
 625,000
 937,500
         Annual Incentive 337,500
 675,000
 1,012,500
    
 Options 11/16/2015
         38,500
 60.50
 778,624
 Options 11/14/2016       43,000 71.32
 1,066,475
 Restricted Stock Units 11/16/2015
       12,500
     756,250
 Restricted Stock Units 11/14/2016       8,000   570,560
_________
(1) 
These columns consist of threshold, target and maximum annual incentive targets for fiscal 2016.year 2017. The “Threshold” column represents the minimum amount payable to the named executive officers. The “Target” column represents the payout amount if the specified performance targets are achieved. The “Maximum” column represents the maximum payout possible under the applicable bonus programSenior Management Bonus Program in fiscal 2016.year 2017. See the Summary Compensation Table for actual amounts paid under these programs.the Senior Management Bonus Program.
(2) 
This column contains the number of shares of RSUsrestricted stock units granted in fiscal 2016.year 2017.
(3) 
This column contains the number of non-qualified stock options granted in fiscal 2016.year 2017.
(4) 
RepresentsThis column represents the grant date fair value of options and RSUs,restricted stock units, which were calculated in accordance with FASB ASC Topic 718 based on the closing market price per share of Post’s common stock on the date of grant ($60.5071.32 per share on November 16, 2015 and $57.19 per share on February 2,14, 2016).
(5)

Award made under our 2016 Long Term Incentive Plan.

Outstanding Equity Awards at September 30, 20162017
The following table sets forth information on exercisable and unexercisable options stock appreciation rights and unvested restricted stock unit awards held by the named executive officers named in this proxy statement on September 30, 2016.2017.
  Option/SAR Awards Stock Awards
Name 
Number of
Securities
Underlying
Unexercised
Options/SAR (#)
Exercisable
 
Number of
Securities
Underlying
Unexercised
Options/SAR (#)
Unexercisable
 
Option/SAR
Exercise
Price ($)
 
Option/SAR
Expiration
Date
 
Number
of Shares
or Units
of Stock
That Have
Not
Vested (#)
 
Market
Value of
Shares or
Units of
Stock That 
Have Not
Vested ($) (16)
William P. Stiritz 1,350,000
(1) 

 31.25  5/29/2022    
Former Executive Chairman 400,000
(2) 
200,000
 40.30  10/15/2023    
  333,333
(3) 
666,667
 55.00 
(3) 
10/9/2024    
Robert V. Vitale 100,000
(1) 

 31.25  5/29/2022 19,000
(9) 
1,466,230 
Chief Executive Officer 
 100,000
(4) 
33.89  11/19/2022 6,334
(10) 
488,795 
  66,666
(2) 
33,334
 40.30  10/15/2023 16,667
(11) 
1,286,192 
  41,666
(5) 
83,334
 33.79  10/09/2024 40,000
(12) 
3,086,800 
  100,000
(6) 
200,000
 49.48  02/27/2025 174,855
(13) 
13,493,560 
  
 130,000
(7) 
60.50  11/16/2025    
Jeff A. Zadoks 
 20,000
(7) 
60.50  11/16/2025 2,500
(10) 
192,925 
SVP, Chief Financial Officer         20,000
(14) 
1,543,400 
          6,667
(11) 
514,492 
          10,000
(12) 
771,700 
James E. Dwyer, Jr. 33,333
(5) 
66,667
 33.79  10/9/2024 13,334
(11) 
1,028,985 
EVP; President & CEO, Michael Foods Group 
 38,500
(7) 
60.50  11/16/2025 12,500
(12) 
964,625 
            
Richard R. Koulouris 33,333
(8) 
66,667
 47.70  5/4/2025 13,334
(15) 
1,028,985 
EVP; President & CEO,
Private Brands
 
 38,500
(7) 
60.50  11/16/2025 12,500
(12) 
964,625 
            
Christopher J. Neugent 
 38,500
(7) 
60.50  11/16/2025 12,500
(12) 
964,625 
President & CEO,
Post Consumer Brands
            
            
  Option/SAR Awards Stock Awards
Name 
Number of
Securities
Underlying
Unexercised
Options/SARs (#)
Exercisable
 
Number of
Securities
Underlying
Unexercised
Options/SARs (#)
Unexercisable
 
Option/SAR
Exercise
Price ($)
 
Option/SAR
Expiration
Date
 
Number
of Shares
or Units
of Stock
That Have
Not
Vested (#)
 
Market
Value of
Shares or
Units of
Stock That 
Have Not
Vested ($) (14)
Robert V. Vitale 100,000
(1)
 31.25  05/29/2022 19,000
(8)1,677,130 
  
 100,000
(2)33.89  11/19/2022 8,334
(9)735,642 
  100,000
(3)
 40.30  10/15/2023 26,667
(10)2,353,896 
  83,333
(4)41,667
 33.79  10/09/2024 174,855
(11)15,434,451 
  200,000
(5)100,000
 49.48  02/27/2025 20,000
(12)1,765,400 
  43,333
(6)86,667
 60.50  11/16/2025    
  
 192,000
(7)71.32  11/14/2026    
Jeff A. Zadoks 6,666
(6)13,334
 60.50  11/16/2025 20,000
(13)1,765,400 
  
 24,000
(7)71.32  11/14/2026 3,334
(9)294,292 
          6,667
(10)588,496 
          6,500
(12)573,755 
James E. Dwyer, Jr. (15)
 33,333
(4)16,667
 33.79  10/09/2024 3,333
(9)294,204 
  6,416
(6)12,834
 60.50  11/16/2025 4,167
(10)367,821 
 
 43,000
(7)71.32  11/14/2026 8,000
(12)706,160 
Diedre J. Gray 5,000
(6)10,000
 60.50  11/16/2025 16,000
(13)1,412,320 
  
 21,000
(7)71.32  11/14/2026 3,334
(9)294,292 
          6,667
(10)588,496 
          6,500
(12)573,755 
Christopher J. Neugent 12,833
(6)25,667
 60.50  11/16/2025 8,334
(10)735,642 
  
 43,000
(7)71.32  11/14/2026 8,000
(12)706,160 
            
_________
(1) 
Non-qualified stock options; exercisable in equal installments on May 29, 2013, 2014 and 2015.
(2) 
Non-qualified stock options; exercisable in equal installmentsone installment on October 15, 2014, 2015 and 2016.November 19, 2019.
(3) 
Non-qualified stock options; exercisable in equal installments on October 9,15, 2014, 2015 2016 and 2017. Although the stock price on the date of grant was $33.79, the option awards were granted to Mr. Stiritz at an exercise price of $55.00.2016.
(4)
Non-qualified stock options; exercisable in one installment on November 19, 2019.
(5) 
Non-qualified stock options; exercisable in equal installments on October 9, 2015, 2016 and 2017.
(6)(5) 
Non-qualified stock options; exercisable in equal installments on February 27, 2016, 2017 and 2018.
(7)(6) 
Non-qualified stock options; exercisable in equal installments on November 16, 2016, 2017 and 2018.
(8)(7) 
Stock appreciation rights;Non-qualified stock options; exercisable in equal installments on May 4, 2016,November 14, 2017, 2018 and 2018. Upon exercise of any vested portion of the SAR, Mr. Koulouris will receive a cash amount equal to the excess of the fair market value of the shares over the purchase price per share.2019.
(9)(8) 
Restricted stock units; restrictions lapse in one installment on November 19, 2019. The restricted stock units will be paid in shares of the Company’s common stock within 60 days of the vesting date.
(10)
Represents remaining unvested portion of a grant of restricted stock units which at the time of grant had restrictions lapsing in equal installments on October 15, 2014, 2015 and 2016. The restricted stock units for Mr. Vitale will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates. The restricted stock units for Mr. Zadoks will be paid out in cash within 60 days from each of the applicable vesting dates.
(11)(9) 
Represents remaining unvested portion of a grant of restricted stock units which at the time of grant had restrictions lapsing in equal installments on October 9, 2015, 2016 and 2017. The restricted stock units for Messrs. Vitale and Dwyer will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates. The restricted stock units for Mr. Zadoks and Ms. Gray will be paid out in cash within 60 days from each of the applicable vesting dates.
(12)(10) 
Restricted stock units; restrictions lapse in equal installments on November 16, 2016, 2017 and 2018. The restricted stock units will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates.
(13)(11) 
Restricted stock units; restrictions lapse in one installment on February 2, 2021. The restricted stock units will be paid in shares of the Company’s common stock within 60 days of the vesting date.
(14)(12)
Restricted stock units; restrictions lapse in equal installments on November 14, 2017, 2018 and 2019. The restricted stock units will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates.
(13) 
Restricted stock units; restrictions lapse in equal installments on June 17, 2020, 2021, 2022, 2023 and 2024. Each restricted stock unit for Mr. Zadoks and Ms. Gray will be paid out in cash equal to the greater of the grant date price of $51.43 or the fair market value of one share of the Company’s common stock on the applicable vesting dates and within 60 days from each of the applicable vesting dates.
(15)
Represents remaining unvested portion of a grant of restricted stock units which at the time of grant had restrictions lapsing in equal installments on May 4, 2016, 2017 and 2018. The restricted stock units will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates.
(16)(14) 
Based on our closing stock price of $77.17$88.27 on September 30, 2016.29, 2017.
(15)
The amounts for Mr. Dwyer reflect the reduction of restricted stock unit and option awards that occurred during fiscal year 2017 when beneficial ownership of certain portions of his restricted stock unit and option awards were transferred to his former spouse pursuant to a domestic relations order.


Option and Stock Appreciation RightsRight Exercises and Stock Vested
for the Fiscal Year Ended September 30, 20162017
Option/SAR Awards Stock AwardsOption/SAR Awards Stock Awards
NameNumber of Shares Acquired on Exercise (#) 
Value Realized
on Exercise
($)
 Number of Shares Acquired on Vesting (#) 
Value Realized
on Vesting
($)
 Number of Shares Acquired on Exercise (#) 
Value Realized
on Exercise
($)
 Number of Shares Acquired on Vesting (#) 
Value Realized
on Vesting
($)
William P. Stiritz200,000
 5,114,000
 
 
(1) 
Robert V. Vitale
 
 14,666
 891,073
 
 
 28,000
 2,139,635
Jeff A. Zadoks
 
 7,500
 461,310
 
 
 9,166
 707,499
James E. Dwyer, Jr.
 
 6,666
 403,226


 
 10,833
 836,503
Richard R. Koulouris
 
 6,666
 470,086
 
Diedre J. Gray
 
 9,166
 707,499
Christopher J. Neugent
 
 
 
 
 
 4,166
 303,410
_________
(1)
No stock awards vested during fiscal 2016, however, Mr. Stiritz’s 312,500 vested shares were delivered to him six months after his resignation as an executive officer of the Company.
Equity Compensation Plan Information
Plan Category 
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options and
Rights
 
Weighted
Average of
Exercise Price
of Outstanding
Options and
Rights ($) (1)
 
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans
  
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants and
Rights
 
Weighted
Average of
Exercise Price
of Outstanding
Options, Warrants and
Rights ($) (1)
 
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans
 
Equity compensation plans approved by security holders 4,951,833
(2) 
 42.15
 2,200,602
(3) 
 5,066,371
(2) 
 45.24
 1,534,507
(3) 
Equity compensation plans not approved by security holders 
 
 
  
 
 
 
Total 4,951,833
 
 2,200,602
  5,066,371
   1,534,507
 
_________
(1) 
Weighted average exercise price of outstanding options and stock appreciation rights; excludes restricted stock units.
(2) 
The number in this column includes 4,255,5004,198,500 shares of outstanding non-qualified stock options, 543,502730,040 outstanding restricted stock units which will be settled in shares of our common stock, 150,000135,000 stock appreciation rights (“SARs”) held by our non-management directors, and 2,831 outstanding SARs which were converted from Ralcorp awards to Post awards. Excludes SARs and restricted stock units which, by their terms, will be settled in cash.
(3) 
These shares are issuable under the Post Holdings, Inc. 2016 Long-Term Incentive Plan.

Non-Qualified Deferred Compensation
We maintain non-qualified deferred compensation plans for non-management directors and key employees, as well as a non-qualified Executive Savings Investment Plan.employees. Participation in the Deferred Compensation Plan for Key Employees and the Executive Savings Investment Plan is limited to a select group of management or highly-compensated employees.
Under the Deferred Compensation Plan for Key Employees, eligible employees may elect to defer payment of all or a portion of their eligible annual bonuses until some later date. The Corporate Governance and Compensation Committee that administers the plan may determine that matching discretionary contributions may be made for a particular fiscal year.year that vest five years after such contribution is made, generally subject to acceleration in the event of disability or separation from service by reason of death or involuntary termination without cause, and under certain circumstances, subject to acceleration in the event of retirement or change in control of the Company. Absent such determination, no matching contribution is made.
The Executive Savings Investment Plan allows eligible employees to make pre-tax deductions between 1% and 44%defer a portion of their cash compensation.salaries to be paid at a future date. In addition, the Company has the ability to provide a discretionary employer contribution at the times and in the amounts designated by the Company. Company, which vest at 25% for each year of service. Eligible employees may defer between 1-75% of their base salaries.
Under both employee plans, participants may select specified dates in the future upon which their deferrals will be distributed, in addition to selecting distribution at separation from service. Payments also may be made in the event of a change in control of the Company (depending upon the date of deferral or contribution, either as a result of a participant election, or because the plans require it). Payments may be made in lump sum, in five annual installments, or in ten annual installments.
Both of the employee plans offer measurement investment funds that participants may choose for purposes of crediting or debiting hypothetical investment gains and losses to their accounts. The hypothetical investments offered are Post common stock equivalents and a number of funds operated by The Vanguard Group Inc. with a variety of investment strategies and objectives. Any matching contributions made under the Deferred Compensation Plan are deemed to be hypothetically invested in Post common stock equivalents. Participants may move their account balances between the various hypothetical investment options at the close of each business day, subject to these exceptions: (1) deferrals into Post common stock equivalents in the employee plans are not transferable to any other investment option except under limited circumstances, and (2) deferrals into the Vanguard investment options cannot be transferred into the Post common stock equivalents option.

Income taxes on the amounts deferred and any investment gains are deferred until distribution. Under both plans, distributions of deferrals hypothetically invested in common stock equivalents are generally made in shares of our common stock, while deferrals hypothetically invested in the Vanguard funds are made in cash.

The following table provides additional information with respect to the participation of our named executive officers in our non-qualified deferred compensation plans through September 30, 2016.2017.
Name 
Executive
Contributions
in Last FY ($) (1)
 
Registrant
Contributions
in Last FY ($) (2)
 
Aggregate
Earnings
in Last FY ($)
 
Aggregate
Withdrawals/
Distributions ($)
 
Aggregate
Balance
at Last FYE ($)
 
Executive
Contributions
in Last FY ($) (1)
 
Registrant
Contributions
in Last FY ($) (2)
 
Aggregate
Earnings
in Last FY ($) (3)
 
Aggregate
Withdrawals/
Distributions ($)
 
Aggregate
Balance
at Last FYE ($) (4)
William P. Stiritz 
 
 
 
 
Robert V. Vitale 97,500
 120,699
 27,752
 
 385,034
 100,000
 146,920
 63,693
 
 695,646
Jeff A. Zadoks 18,500
 41,799
 14,645
 
 171,857
 20,400
 53,755
 27,432
 
 273,444
James E. Dwyer, Jr. 
 
 
 
 
 
 26,790
 708
 
 27,498
Richard R. Koulouris 
 
 
 
 
Diedre J. Gray 17,662
 46,474
 26,784
 
 203,639
Christopher J. Neugent 
 
 
 
 
 
 76,050
 3,583
 
 79,633
_________
(1) 
These amounts reflect deferrals into the Executive Savings Investment Plan and our Deferred Compensation Plan for Key Employees as of September 30, 2016.2017.
(2) 
These amounts are included in the “All Other Compensation” column of the Summary Compensation Table and reflect our matching contributions to the Executive Savings Investment Plan.
(3)
These amounts are included in the “Changes in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table and reflect the aggregate earnings to the Deferred Compensation Plan for Key Employees.
(4)
The following aggregate amounts of executive and registrant contributions were included in the Summary Compensation Table for fiscal year 2016: Mr. Vitale, $148,451; Mr. Zadoks, $56,444; Mr. Dwyer, $0; Ms. Gray, $49,256 and Mr. Neugent, $0. The following aggregate amounts of executive and registrant contributions were included in the Summary Compensation Table for fiscal year 2015: Mr. Vitale, $56,700; Mr. Zadoks, $27,667; Mr. Dwyer, $0 and Ms. Gray, $30,272.

Potential Payments Upon Termination of Employment or Change in Control
EachIn the event of an involuntary termination of employment absent a change in control of the Company, each of our named executive officers with the exception of Mr. Stiritz and Mr. Neugent, has entered into a Management Continuity Agreement that sets forth theis eligible for compensation and benefits that he or she will receive inunder the Post Holdings, Inc. Executive Severance Plan (the “Plan”). In the event of the officer’s involuntary termination in association with a change in control of Post Holdings, Inc.,the Company, each of our named executive officers with the exception of Mr. Neugent is eligible for compensation and each except for Mr. Stiritzbenefits under a Management Continuity Agreement (“MCA”), and Mr. Neugent is a participant ineligible for compensation and benefits under the Post Holdings, Inc. Executive Severance Plan, which provides compensation in the event of an involuntary termination of employment absent a change in control. Mr. Neugent is a participant in a legacy MOM Brands Company change in control severance compensation policy.Plan. A description of the terms of the Management Continuity Agreements, the Executive Severance PlanMCAs and the MOM Brands severance policyPlan is below. In addition, information about treatment of equity awards and non-qualified deferred compensation in the event of involuntary termination and/or a change in control, as well as information about enhanced benefits available to Mr. Dwyer under his letter agreement (see description in the subsection Employment Agreements - Letter Agreement - Mr. Dwyer) is also provided below.
Potential Payments under the Management Continuity Agreements
As discussed in the subsection Compensation Discussion and Analysis, the Management Continuity AgreementsMCAs are meant to promote the stability and continuity of senior management in the event of an actual or anticipated change in control. The agreementsMCAs provide severance compensation to the executive officer in the event of the officer’s involuntary termination in association with a change in control. In general, a change in control occurs upon (i) the acquisition by any person, entity or group of either beneficial ownership of 50% or more of our common stock (subject to exceptions for acquisitions by us, our subsidiaries or our employee benefit plans) or all or substantially all of our assets or (ii) individuals who would have qualified as “continuing directors” shall have ceased for any reason to constitute at least a majority of our Board of Directors. A “continuing director” means any member of our Board as of February 3, 2012 who has remained a member of the Board and any other director who was recommended or appointed to succeed as a continuing director by at least two-thirds of the continuing directors then in office. All of our current directors would be “continuing directors.” A change in control does not include a transaction pursuant to which a third party acquires one or more of our businesses by acquiring all of our common stock while leaving our remaining businesses in a separate public company, commonly known as a Morris Trust transaction, unless the businesses so acquired constitute all or substantially all of our businesses.
In the event of a change in control, the compensation provided would be in the form of a lump sum payment equal to the present value of continuing (a) the officer’s salary and (b) the greater of (i) the officer’s target bonus for the year in which termination occurred and (ii) the officer’s last annual bonus preceding the termination or change in control (whichever is greater), for three years following the officer’s involuntary termination of employment within two years following a change in control, and the payment of other benefits (as described below). In the event the officer’s employment is involuntarily terminated within 270 days prior to a change in control, and the officer objects to such termination, he or she also is eligible for compensation and benefits under the Management Continuity Agreement.MCA.
Each officer also would be eligible to receive the following severance benefits: (i) payment in lump sum of the actuarial value of continuation during the applicable period of the officer’s participation in each life, health, accident and disability plan in which the officer was entitled to participate immediately prior to the change in control, (ii) payment of any actual costs and expenses incurred by the officer for litigation related to the enforcement of the Management Continuity Agreement,MCA, and (iii) payment of up to $20,000 of costs or expenses incurred for outplacement assistance. Payments are to be made by the Company or the subsidiary that employed the officer.

No payments would be made if the officer’s termination is due to death, disability or normal retirement, or is “for cause,” which is defined as (i) the continued failure by the officer to devote reasonable time and effort to the performance of his or her duties (other than a failure resulting from his or her incapacity due to physical or mental illness), (ii) the officer’s willfully

engaging in misconduct which is materially injurious to us, or (iii) the officer’s conviction of a felony or a crime involving moral turpitude.
The agreementsMCAs also contain provisions relating to non-competition and non-solicitation of our employees which become effective once the officer becomes eligible for payments under these agreements.his or her MCA. The non-competition provisions have a duration of one year and the non-solicitation provisions have a duration of two years. Furthermore, the agreementsMCAs contain provisions regarding the protection of our confidential information, which became effective when the agreementsMCAs became effective and apply in perpetuity. In the event of a breach of the foregoing provisions, we are entitled, among other applicable remedies, to specific performance and/or injunctive relief to enforce or prevent violations, and the officer is required to return sums paid under the agreementMCA if a court issues a final ruling finding the officer’s breach. These provisions may not be waived unless agreed to in writing by the parties.
The Management Continuity AgreementsMCAs provide that in the event that any payments to the officers under the agreementsMCAs or otherwise would be subject to excise taxes under the Internal Revenue Code, such payments will be reduced to the extent necessary to avoid such excise taxes, unless the officer would receive a greater amount were there no reduction and the officer were to pay the excise taxes.
Potential Payments under the Post Holdings, Inc. Executive Severance Plan
Under our Executive Severancethe Plan, all of our named executive officers with the exception of Mr. Stiritz and Mr. Neugent are eligible for severance benefits in the event of an involuntary termination without “cause” or a termination of employment by the executive for “good reason.” reason” outside of the context of a change in control. Additionally, under the Plan, Mr. Neugent is eligible for severance benefits in conjunction with a change in control as described herein.
Severance Benefits Outside of the Context of a Change in Control
Severance benefits under the Executive Severance Plan are not available if the termination of employment is because of short- or long-term disability or death. Severance benefits consist of:
Aa lump sum payment of two times the executive’s annual base salary (excluding bonus and incentive compensation) at the time of the qualifying termination, plus an amount equal to two times his or her then current target annual bonus amount, plus $20,000;
Aa prorated portion of the applicable annual bonus program target award based on the number of full weeks worked during the fiscal year as of the effective date of termination, provided that the performance goals are achieved;
Company contributions toward the cost of COBRA healthcare continuation coverage for up to twelve weeks; and
Outplacementoutplacement services for a period to be determined by us, but not exceeding two years.years; and
In addition,vesting of certain equity awards with a time-based vesting schedule on other than a ratable basis made under the Executive SeverancePost Holdings, Inc. 2012 Long-Term Incentive Plan certain types of equity awards will vest inand the event of the executive’s qualifying termination,Post Holdings, Inc. 2016 Long-Term Incentive Plan, as described below in the subsection Equity Grant Agreements and Nonqualified Deferred Compensation.
Additionally, the Plan provides that certain business unit executives, including Mr. Neugent and Mr. Dwyer, are eligible for enhanced severance benefits in connection with involuntary terminations of employment in conjunction with a sale of such executive’s business unit or employing subsidiary (“Business Change”). These benefits are the same benefits that are described immediately below with respect to a change in control of the Company under the Plan, as if the Business Change were a change in control of the Company.
Severance Benefits Within the Context of a Change in Control - Mr. Neugent
The Plan was amended and restated effective August 1, 2017. The Plan continues to provide severance benefits in the event of involuntary termination outside of the context of a change in control of the Company. It also now provides that certain executives who do not have MCAs with the Company are eligible for severance benefits in the context of a change in control of the Company under the Plan intended to mirror those provided under the MCAs. The Plan names Mr. Neugent as eligible for these benefits.
In the event of a change in control (defined as it is in the MCAs), Mr. Neugent would be eligible to receive a lump sum payment equal to the present value of continuing (a) his salary and (b) the greater of (i) his target bonus for the year in which termination occurred and (ii) his last annual bonus preceding the termination or change in control (whichever is greater), for three years following his involuntary termination of employment within two years following a change in control, and the payment of other benefits (as described in the next paragraph). In the event his employment is involuntarily terminated within 270 days prior to a change in control, and he objects to such termination, he will be treated as having met the requirements for these payments and benefits.

Mr. Neugent also would be eligible to receive the following severance benefits: (i) payment in lump sum of the actuarial value of continuation during the applicable period of his participation in each life, health, accident and disability plan in which he was entitled to participate immediately prior to the change in control, (ii) payment of any actual costs and expenses incurred by him for litigation related to the enforcement of the Plan, and (iii) payment of up to $20,000 of costs or expenses incurred for outplacement assistance. Payments are to be made by the Company or by the employing subsidiary.
No payments would be made if termination is due to death, disability or normal retirement, or is “for just cause,” which is defined as (i) the continued failure to devote reasonable time and effort to the performance of his duties (other than a failure resulting from his incapacity due to physical or mental illness), (ii) willfully engaging in misconduct which is materially injurious to us, or (iii) conviction of a felony or a crime involving moral turpitude.
General
The payment of benefits by the Company under the Executive Severance Plan is conditioned upon the executive executing a general release in favor of the Company that includes confidentiality and cooperation provisions, among other provisions. If the executive becomes reemployed by the Company during the subsequent two-year period, he or she will be required to repay a portion of the severance payment. The amount of any severance payment will be offset by the amount, if any, the executive receives in relation to the notification period required by the Worker Adjustment and Retraining Notification Act. In addition, no benefits will be paid to the extent duplicative of severance benefits under a change in control or similar agreement with the Company.
The Severance Plan provides that in the event that any payments to the executives under the Executive Severance Plan or otherwise would be subject to excise taxes under the Internal Revenue Code, such payments will be reduced to the extent necessary to avoid such excise taxes, unless the executive would receive a greater amount were there no reduction and the officer were to pay the excise taxes.
Interaction between Management Continuity Agreements and Executive Severance Plan
No payments or benefits are to be made under the Executive Severance Plan to the extent that such payments and benefits would be paid in accordance with a Management Continuity Agreement.an MCA. If an executive receives severance benefits under the Executive Severance Plan and later becomes eligible for severance benefits under his or her Management Continuity Agreement,MCA, the amount of his or her severance benefits under the Management Continuity AgreementMCA will be reduced by the benefits paid or received under the Executive Severance Plan.

Equity Grant Agreements and Nonqualified Deferred Compensation
Equity awards granted to officers under both the Post Holdings, Inc. 2012 Long-Term Incentive Plan (the “2012 Plan”) and the Post Holdings, Inc. 2016 Long-Term Incentive Plan (the “2016 Plan”) are subject to special provisions in the event of certain involuntary terminations and/or a change in control (as such term is defined under the applicable plan) as described herein. Except with respect to restricted stock units granted to Mr. Zadoks and Ms. Gray in 2014 (the applicable change in control provisions of which are described below), the agreements governing all of our executive officers’ stock options, stock appreciation rights and restricted stock units issued under the 2012 Plan provide that in the event of a qualifying termination within two years after a change in control, or if instead such officers’ employment continues but the equity awards will not remain outstanding because of the change in control (if, e.g., they are not assumed by the surviving corporation), any unexercised and unvested restricted stock units, stock options or stock appreciation rights become 100% vested. Mr. Zadoks’ and Ms. Gray’s 2014 restricted stock units will fully vest in the event of a change in control while employed. Equity awards granted under the 2016 Plan fully vest if the grantee experiences a qualifying termination during the one year period following a change in control. Equity awards issued to officers under both the 2012 Plan and the 2016 Plan vest in whole or in part upon a termination because of death or disability, anddisability. The agreement governing the sole award issued in fiscal yearrestricted stock units awarded to Mr. Vitale on February 2, 2016 to an officer under the 2016 Plan also provides by its terms that the vesting of the award will fully accelerate in the event of the officer’sMr. Vitale’s retirement, which is defined as a voluntary termination of employment after a combination of the grantee’sMr. Vitale’s age and years of service reaches 65.
Additionally, under the Executive Severance Plan, in the event that an executive covered under the planPlan has an equity award with a time-based vesting schedule on other than a ratable basis, or that is ratable in whole or in part but where the vesting schedule does not provide for any vesting of the equity award on or before the first anniversary of the date of grant of the equity award, and that executive’s employment is involuntarily terminated before the equity award is fully vested and the executive is otherwise eligible for benefits under the Executive Severance Plan, then the equity award will be vested as if there were a three-year ratable vesting schedule where vesting occurs on the first, second and third anniversaries of the date of grant of the equity award, but only to the extent that the equity award had not already vested at a greater percentage, or under the terms of the applicable equity plan would not vest at a greater percentage upon the executive’s involuntary termination.
Following vesting, stock options and stock appreciation rights currently outstanding will remain exercisable until the earlier of: three years from the date of normal retirement or involuntary termination; or the expiration of the award under its terms. See the below table for the value of stock and option awards at termination.

The named executive officers, along with other employees who meet the eligibility requirements, are permitted to participate in the Post Holdings, Inc. Deferred Compensation Plan for Key Employees and the Post Holdings, Inc. Executive Savings Investment Plan.Plan, which were amended and restated effective August 1, 2017. These nonqualified plans permit participants to file elections to receive distributions of account balances in the event of a change in control, and also upon (a) a separation from service, which generally includes retirement, termination of employment or death.death, or (b) on specified future dates. With respect to balances attributable to deferral elections made before August 1, 2017, or pursuant to any employer contributions made before January 1, 2018, participants could elect to receive distributions in the event of a change in control if that change in control occurred before separation from service (or before a specified distribution date, in the case of the Deferred Compensation Plan for Key Employees). With respect to balances attributable to deferral elections made on or after August 1, 2017, and any Company contributions made on or after January 1, 2018, in the event of a change in control, payment of the vested portion of those balances will be made or commence within 90 days following the occurrence of the change in control (even if the participant elected a later distribution date). Additionally, in the event of a change in control, any Company contributions made under the Deferred Compensation Plan for Key Employees and related hypothetical earnings on such contributions become fully vested.
Severance Benefits for Mr. Dwyer Upon Termination Due to Death or Disability
Under the letter agreement with Mr. Dwyer discussed in the subsection Employment Agreements - Letter Agreement - Mr. Dwyer below, Mr. Dwyer is due the following benefits in the event of termination of his employment due to death or disability:
Pro-rateda pro-rated portion of his target bonus award for the fiscal year in which his termination occurs;
Anan amount equal to two times the sum of his annual base salary and target bonus for the year in which his termination occurs (in the event of termination for disability only), a pro-rated portion of which must be repaid if Mr. Dwyer is reemployed in the two-year period following his termination;
Anan enhanced death benefit consisting of the excess, if any, of (a) two times his annual base salary and target bonus for the fiscal year in which his death occurs, over (b) what he would receive under the Company-paid life insurance plan, available only if his death occurs while he is in his current position; and
COBRA coverage for family members for a period of 18 months.
Mr. Dwyer is grandfathered under a Company-paid life insurance plan, pursuant to which in the event of termination of his employment due to his death, hehis beneficiary or beneficiaries would receive two millionsix hundred twenty thousand dollars.
Payment of any severance benefits because of disability under the letter agreement is conditioned on Mr. Dwyer’sDwyer executing a general release in favor of the Company, with a waiver of any severance benefits that may become payable to him under his Management Continuity AgreementMCA to the extent those would exceed payments due under his letter agreement.

Potential Payments under the MOM Brands Severance Policy
The MOM Brands severance policy provides severance compensation to Mr. Neugent in the event of his involuntary termination after a change in control of MOM Brands Company. MOM Brands Company underwent a change in control when it was acquired by Post on May 4, 2015.
Under the MOM Brands severance policy, Mr. Neugent will be entitled to receive certain compensation and benefits if on or before May 4, 2017 (the second anniversary of the change in control of MOM Brands Company), he is terminated from MOM Brands Company or any other Post affiliate without “just cause” or he terminates his employment with us for “good reason.” “Just cause” means, without MOM Brands Company’s written consent, Mr. Neugent (i) participates in dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury related to us; (ii) commits any unlawful or criminal activity of a serious nature; (iii) commits any intentional and deliberate breach of duties that are material in relation to his overall duties; or (iv) materially breaches any confidentiality or non-compete agreement entered into with us. “Good reason” means, without Mr. Neugent’s consent, (i) he is assigned any duties inconsistent in any substantial respect with his position, authority or responsibilities during the ninety day period immediately preceding the change in control, resulting in a substantial diminution in his position, authority or responsibilities or any other substantial adverse change in his position, authority or responsibilities; (ii) we fail to furnish him with compensation and benefits at a level substantially equal to or exceeding those received by him during the ninety day period preceding the change in control, subject to certain exceptions; or (iii) we require him to be based or to perform services at any office or location in excess of eighty miles from the principal location of his work during the ninety day period immediately preceding the change in control.
In the event of such an involuntary termination, the compensation provided to Mr. Neugent would be in the form of a lump sum payment equal to two times the sum of his annual base salary as in effect on the termination date plus his annual bonus, based upon achievement at 100% of the goals established under the applicable bonus or incentive plan. Mr. Neugent also would be entitled to receive a lump sum payment equal to (A) his annual bonus, based upon achievement at 100% of the goals established under the applicable bonus or incentive plan, for the year in which his involuntary termination occurs, pro-rated to reflect the number of days he worked during the year in which the involuntary termination occurs, reduced by (B) any amounts paid under the terms of the applicable bonus or incentive plan itself for the same period of time.
Mr. Neugent also would be eligible to receive the following severance benefits: (i) payment in lump sum of twenty-four times the monthly premium that would be charged to him for COBRA coverage under our medical, dental and other group health plans (other than any flexible spending account plan), or that we would pay in premiums for his coverage under the group term life insurance plan and group long term disability plan and (ii) reasonable fees for outplacement services, in an amount not to exceed 20% of his annual base salary. All severance and benefits payments would be paid by MOM Brands Company.
The MOM Brands severance policy provides that if any amount or benefit to be paid to Mr. Neugent under such policy or any other plan or agreement would be an “excess parachute payment” for purposes of Section 280G of the Code, then the payments and benefits under such policy will be reduced to the minimum extent necessary (but not less than zero) so that no portion of any such payment or benefit will constitute as excess parachute payment; but the reduction will only be made if and to the extent that the reduction would result in an increase in the aggregate payment and benefits to be provided to Mr. Neugent, determined on an after-tax basis. In addition, Mr. Neugent will not be entitled to receive any severance payments unless he signs a release.
The table below sets forth estimates of the amounts to which each named executive officer would be entitled, other than accrued but unpaid base salary and benefits payable under broad-based employee benefit plans and programs that do not discriminate in favor of executive officers and are generally available to all employees in the event of (a) the voluntary termination of the officer’s employment or the officer’s retirement, (b) the involuntary not for cause termination of the officer’s employment, (c) the involuntary termination of the officer’s employment after a change in control, or (d) the officer’s death or disability, each as if such event occurred on September 30, 2016.

2017.
Name   Voluntary Termination or Retirement ($) Involuntary Not for Cause Termination ($) Change in Control followed by Involuntary Termination ($) Death or Disability ($)    Voluntary Termination or Retirement ($) Involuntary Not for Cause Termination ($) Change in Control followed by Involuntary Termination ($) Death or Disability ($) 
William P. Stiritz (1)
 Cash (Salary and Bonus) 
 
 
 
 
 Value of Stock and Option Awards 
 
 
 
 
 Health Benefits and Insurance 
 
 
 
 
 Outplacement Assistance 
 
 
 
 
 Total 
 
 
 
 
         
Robert V. Vitale Cash (Salary and Bonus) 
 5,620,000
(3)6,486,116
(5)
  Cash (Salary and Bonus) 
 5,620,000
(1)7,639,405
(2)
 
 Value of Stock and Option Awards(4)
 5,794,230
 36,698,678
 24,541,690
  Value of Stock and Option Awards(3)
 7,115,130
 39,214,680
 32,330,020
 
 Health Benefits and Insurance 
 2,885
 59,277
 
(7) Health Benefits and Insurance 
 3,399
 68,209
 
(6)
 Outplacement Assistance 
 15,000
 20,000
 
  Outplacement Assistance 
 40,000
 20,000
 
 
 Total 
 11,432,115
 43,264,071
 24,541,690
  Total 
 12,778,529
 46,942,294
 32,330,020
 
                  
Jeff A. Zadoks Cash (Salary and Bonus) 
 2,395,000
(3)2,757,929
(5)
  Cash (Salary and Bonus) 
 2,595,000
(1)3,349,061
(2)
 
 Value of Stock and Option Awards(4)
 1,543,400
(6)3,355,917
 2,648,500
  Value of Stock and Option Awards(3)
 1,765,400
 3,999,028
(4)3,704,736
 
 Health Benefits and Insurance 
 2,885
 59,277
 
(7) Health Benefits and Insurance 
 3,399
 68,209
 
(6)
 Outplacement Assistance 
 15,000
 20,000
 
  Outplacement Assistance 
 12,000
 20,000
 
 
 Total 
 3,956,285
 6,393,123
 2,648,500
  Total 
 4,375,799
 7,436,298
 3,704,736
 
                  
James E. Dwyer, Jr. Cash (Salary and Bonus) 
 3,320,000
(3)4,146,861
(5)660,000
(8) Cash (Salary and Bonus) 
 3,395,000
(1)4,542,718
(2)675,000
(7)
 Value of Stock and Option Awards(4)
 
 5,527,405
 1,606,420
  Value of Stock and Option Awards(3)
 
 3,361,426
 2,159,204
 
 Health Benefits and Insurance 
 2,708
 58,419
 2,667,914
(9) Health Benefits and Insurance 
 1,724
 42,411
 2,638,953
(8)
 Outplacement Assistance 
 15,000
 20,000
 
  Outplacement Assistance 
 12,000
 20,000
 
 
 Total 
 3,337,708
 9,752,685
 4,934,334
  Total 
 3,408,724
 7,966,555
 5,473,157
 
                  
Richard R. Koulouris Cash (Salary and Bonus) 
 2,645,000
(3)3,389,262
(5)
 
Diedre J. Gray Cash (Salary and Bonus) 
 2,320,000
(1)2,994,374
(2)
 
 Value of Stock and Option Awards(4)
 
 4,600,071
 1,606,420
  Value of Stock and Option Awards(3)
 1,412,320
 3,502,513
(5)3,208,221
 
 Health Benefits and Insurance 
 
 22,419
 
(7) Health Benefits and Insurance 
 3,399
 68,437
 
(6)
 Outplacement Assistance 
 15,000
 20,000
 
  Outplacement Assistance 
 12,000
 20,000
 
 
 Total 
 2,660,000
 8,031,752
 1,606,420
  Total 
 3,747,719
 6,585,324
 3,208,221
 
                  
Christopher J. Neugent (2)
 Cash (Salary and Bonus) 
 3,125,000
 3,125,000
 
 
Christopher J. Neugent Cash (Salary and Bonus) 
 3,395,000
(1)4,399,479
(2)
 
 Value of Stock and Option Awards(4)
 
 1,606,420
 1,606,420
  Value of Stock and Option Awards(3)
 
 2,883,425
 2,883,425
 
 Health Benefits and Insurance 
 39,378
 39,378
 
(7) Health Benefits and Insurance 
 3,399
 68,209
 
(6)
 Outplacement Assistance 
 125,000
 125,000
 
  Outplacement Assistance 
 12,000
 20,000
 
 
 Total 
 3,289,378
 4,895,798
 1,606,420
  Total 
 3,410,399
 7,371,113
 2,883,425
 
_________
(1)Mr. Stiritz resigned as Executive Chairman of the Company effective February 2, 2016. He did not have a Management Continuity Agreement with the Company and was not a participant in the Executive Severance Plan.
(2)Mr. Neugent does not have a Management Continuity Agreement with the Company, and is not a participant in the Executive Severance Plan, but is a participant in the MOM Brands severance policy. A change in control has already occurred under the MOM Brands severance policy due to the Company’s acquisition of MOM Brands Company, and so in the event Mr. Neugent is involuntarily terminated not for cause, Mr. Neugent will be entitled to the amounts set forth in the “Involuntary Not for Cause Termination” column under the MOM Brands severance policy. If the Company experiences a change in control and Mr. Neugent is terminated not for cause, then Mr. Neugent will be entitled to the same amounts as set forth in the “Involuntary Not for Cause Termination” column, except with respect to the value of stock and option awards.
(3)For purposes of this calculation, the Company assumes that performance goals were achieved.
(4)(2)Net present value calculated using a discount rate of 4.9%.
(3)All unvested restricted stock unit awards and option awards were valued at the closing price of our common stock on September 30, 2016.2017.
(5)Net present value calculated using a discount rate of 6.3%.
(6)(4)20,000 restricted stock units awarded to Mr. Zadoks on June 17, 2014 vest upon a change in control even without an involuntary termination. The value of those restricted stock units if valued at a closing price of our common stock on September 30, 20162017 is $1,543,400.$1,765,400.
(7)(5)16,000 restricted stock units awarded to Ms. Gray on June 17, 2014 vest upon a change in control even without an involuntary termination. The value of those restricted stock units if valued at a closing price of our common stock on September 30, 2017 is $1,412,320.
(6)All salaried employees are generally entitled to two times his or her annual base salary under the Company’s life insurance policies.policies, capped at $700,000.
(8)(7)Amount shown is amount Mr. Dwyer would be entitled to in the event of his death. In the event of his termination because of disability, Mr. Dwyer would be entitled to $3,300,000$3,375,000 with respect to his salary and bonus.
(9)(8)Amount shown includes $2,640,000, which is the amount Mr. Dwyer would be entitled toreceive in the event of his death with respect to group life insurance.death. In the event of his termination because of disability, Mr. Dwyer would receive $27,914$18,953 with respect to health benefits.


Employment Agreements
Employment Agreement—Mr. Stiritz
Our employment agreement with William P. Stiritz, our former Chief Executive Officer and Executive Chairman, and our current non-executive Chairman of the Board, was terminated effective February 2, 2016 in connection with Mr. Stiritz’s transition from Executive Chairman to non-executive Chairman of the Board.
The employment term was originally set to end May 28, 2015, subject to automatic renewal for an additional one-year period, but the term was extended to May 28, 2016 through an amendment in October 2013, and to October 9, 2017 through an amendment in October 2014. The agreement was further amended in October 2014 to provide that Mr. Stiritz’s position would change from Chief Executive Officer to Executive Chairman of the Board. The agreement was amended and terminated February 2, 2016, when Mr. Stiritz became our non-executive Chairman of the Board.
Under the terms of the employment agreement, Mr. Stiritz’s base salary was $1 per year paid each May, and he did not participate in any cash bonus programs or in any of our traditional benefit plans. The compensation payable to Mr. Stiritz pursuant to this employment agreement was long-term and equity-based, primarily stock options, although Mr. Stiritz also received one grant of RSUs in recognition of his service for completing the successful separation from Ralcorp in 2012. Simultaneously with the execution of the employment agreement in May 2012, Post granted Mr. Stiritz options to acquire 1,550,000 shares and 312,500 restricted stock units. The employment agreement also provided that for any calendar year during the term of his employment, Mr. Stiritz was eligible to receive additional equity grants. Mr. Stiritz received two additional grants of stock options during his employment with Post, in October 2013 (for 600,000 shares) and again in October 2014 (for 1,000,000 shares).
All stock option and RSU grants to Mr. Stiritz generally vest ratably over three years. Please refer to the Outstanding Equity Awards table on page 35. Under the terms of grants, however, Mr. Stiritz could not exercise any vested stock options or be delivered stock upon settlement of any vested RSUs until he was no longer employed by Post. Since he is no longer an officer or employee of Post, Mr. Stiritz may now exercise his vested options and, on August 2, 2016, we delivered to Mr. Stiritz 312,500 shares of stock. Any stock options that were not fully vested as of the date Mr. Stiritz terminated employment (February 2, 2016) continue to vest so long as Mr. Stiritz serves on the Board of Directors.
Letter Agreement—Mr. Dwyer
On October 1, 2015, we entered into a letter agreement with James E. Dwyer, Jr. pursuant to which the Company and Mr. Dwyer agreed to certain items regarding Mr. Dwyer’s compensation and benefits, including (i) that Mr. Dwyer’s annual base salary would be no less than $600,000; (ii) that Mr. Dwyer’s annual target bonus would be no less than 100% of his annual base salary; (iii) Mr. Dwyer’s eligibility under the Company’s short-term disability and long-term disability programs; and (iv) payments to Mr. Dwyer in the event of termination of his employment due to death or disability, which include:
Accrued,accrued, but unpaid, base salary through the date of termination;
Pro-rateda pro-rated portion of Mr. Dwyer’s target bonus award for the fiscal year in which his termination occurs;
Anan amount equal to two times the sum of Mr. Dwyer’s annual base salary and target bonus for the year in which his termination occurs (in the event of termination for disability only);
An
an enhanced death benefit;benefit (described in further detail in the subsection Potential Payments Upon Termination of Employment or Change in Control - Severance Benefits for Mr. Dwyer Upon Termination Due to Death or Disability above); and
COBRA coverage for family members for a period of 18 months.
None of our other named executive officers has an employment agreement with Post.the Company.

Director Compensation for the Fiscal Year Ended September 30, 20162017
Prior to February 1, 2016, allAll non-employee directors received an annual retainer of $55,000. The chairman(except the Chairman of the Audit Committee and theBoard) receive several different elements of compensation for serving on our Board of Directors. The Corporate Governance and Compensation Committee received additional retainersmakes recommendations to our Board of $10,000. Non-employee directors were paid $2,000 for each regular or special Board meeting, telephonic meeting and consent to action withoutDirectors regarding director compensation. Director compensation was determined based on a meeting and $1,500 for each regular or special committee meeting, telephonic meeting and consent to action without a meeting. In addition to cashbenchmarking study prepared by Aon Hewitt, the Committee’s independent compensation all non-employee directors received 10,000 stock appreciation rights upon commencing service and 5,000 stock appreciation rights on an annual basis thereafter. Those awards fully vest on the third anniversary of the date of grant, and those awards fully vest at the director’s resignation, retirement, disability or death.consultant.
Effective February 1, 2016, allAll non-employee directors (except the Chairman of the Board) receive an annual retainer of $80,000. The chairmen of the Audit Committee and the Corporate Governance and Compensation Committee receive additional annual retainers of $15,000. The Lead Director receives an additional annual retainer of $20,000.
In addition to cash compensation, all non-employee directors (except the Chairman of the Board) receive an annual grant in the form of restricted stock units valued at approximately $140,000 on the date of grant. All awards fully vest on the third anniversary of the date of grant. In addition, all awards fully vest at the director’s retirement, disability or death.
We also pay the premiums on directors’ and officers’ liability and travel accident insurance policies insuring directors. We reimburse directors for their expenses incurred in connection with Board meetings.
Under our Deferred Compensation Plan for Non-Management Directors, any non-employee director may elect to defer, with certain limitations, his or her retainer. Deferred compensation may be invested in Post common stock equivalents or in a number of mutual funds operated by The Vanguard Group Inc. with a variety of investment strategies and objectives. Deferrals in our common stock equivalents receive a 33 1/3% Company matching contribution. DeferralsBalances are paid in cash upon leaving the Board of Directors in one of three ways: (1) lump sum payout; (2) five-year installments; or (3) ten-year installments.
In order to encourage ownership of our stock by non-employee directors, we require that any shares of our common stock acquired as a result of option or stock appreciation rights exercises must be held until the director’s retirement or other termination of directorship. In addition, retainers that are deferred under a deferred compensation plan are required to be held as such until the director’s retirement or other termination of directorship. At that time, the shares are then free to be sold or transferred at the director’s request. Further, we have established stock ownership guidelines applicable to all non-employee directors. See Other Compensation Policies—Stock Ownership Guidelines under Compensation Discussion and Analysis for more details.
Amounts held by Messrs. Stiritz and Skarie which were previously credited to their accounts under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Non-Management Directors have been credited to our plan as a separate bookkeeping subaccount.
The following table sets forth the compensation paid to non-management directors for fiscal year 2016,2017, other than reimbursement for travel expenses.
Name 
Fees Earned or
Paid in Cash
($)
 
Stock
Awards
($)(1)
 
Option
Awards (2)
($)
 
All Other
Compensation(3)
($)
 
Total
($)
 
Fees Earned or
Paid in Cash
($)
 
Stock
Awards(1)(2)
($)
 
Option
Awards(3)(4)
($)
 
All Other
Compensation(5)(6)
($)
 
Total
($)
Jay W. Brown 81,667 142,975
 
 27,220
 251,862 115,000
 142,256
 
 38,330
 295,586
Edwin H. Callison 93,500 142,975
 
 31,164
 267,639 80,000
 142,256
 
 26,664
 248,920
Gregory L. Curl 77,167 142,975
 
 
 220,142 80,000
 142,256
 
 
 222,256
Robert E. Grote 106,833 142,975
 
 35,608
 285,416 93,333
 142,256
 
 31,108
 266,697
David W. Kemper 75,667 142,975
 
 25,220
 243,862 80,000
 142,256
 
 26,664
 248,920
David P. Skarie 78,667 142,975
 
 26,220
 247,862 95,000
 142,256
 
 31,664
 268,920
William P. Stiritz 
 
 
 292,954
 292,954
_________
(1)
This amount represents the grant date fair value of 2,5001,700 restricted stock units granted on February 2, 2016.January 31, 2017. All awards fully vest on the third anniversary of the date of grant, and the stock issued pursuant to such awards must be held until the director has met the ownership requirements under our Stock Ownership Guidelines. In addition, all awards fully vest at the director’s retirement, disability or death.
(2)The number of shares of unvested restricted stock units held by each director, other than Mr. Stiritz, as of September 30, 2017 was 4,200 shares. Mr. Stiritz held no unvested restricted stock units.
(3)At September 30, 2017, Messrs. Brown, Callison, Curl, Grote and Skarie all held 20,000 vested stock appreciation rights and 5,000 unvested stock appreciation rights. Mr. Kemper held no vested stock appreciation rights and 10,000 unvested stock appreciation rights at September 30, 2017. All awards fully vest on the third anniversary of the date of grant, but must be held until the director’s retirement or other termination of directorship. In addition, all awards fully vest at the director’s resignation, retirement, disability or death.death, or the occurrence of a change in control of the Company while the director is in service.
(2)
(4)
At September 30, 2016, Messrs. Brown, Callison, Curl, Grote and Skarie all2017, Mr. Stiritz held 15,0002,316,666 vested stock appreciation rights. Mr. Kemper held no vestedoptions and 333,334 unvested stock appreciation rights at September 30, 2016. All awards fully vest on the third anniversaryoptions to purchase shares of the date of grant, but must be held until the director’s retirement or other termination of directorship. In addition, all awards fully vest at the director’s retirement, disability or death.our common stock.
(3)
(5)
ThisFor all non-management directors except Mr. Stiritz, this amount represents the 33 1/ 1/3% match on deferrals into common stock equivalents under the Deferred Compensation Plan for Non-Management Directors.

(6)For Mr. Stiritz, this amount represents: (a) personal use of the Company’s aircraft for the fiscal year ended September 30, 2017, the cost (on a variable basis and including gross-up on income taxes) for such use was $124,224; and (b) payment of the filing fee and related legal costs incurred in connection with a filing by Mr. Stiritz under the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) in the amount of $168,730. The filing was required because, due to stock price appreciation and the acquisition of shares under the Company’s equity compensation plans, the dollar value of shares held by Mr. Stiritz exceeded thresholds established under the HSR Act. The Corporate Governance and Compensation Committee considered it appropriate to pay these expenses because they arose as a result of the operation of the Company’s equity compensation plans.

CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE REPORT
The Corporate Governance and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Corporate Governance and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
Jay W. Brown, Chairman beginning October 1, 2016
Robert E. GroteChairman until October 1, 2016
Edwin H.Callison

ADVISORY VOTE ONAPPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION
(Proxy Item No. 3)
Section 14A of the Exchange Act requires that we seek a non-binding advisory vote from our shareholders to approve the compensation as disclosed under the heading “CompensationCompensation Discussion and Analysis” Analysis beginning on page 1516 and the related tables and narrative disclosures beginning on page 30. As a result of the vote at our 2013 annual meeting of shareholders on the frequency that the Company will seek advisory approval of the non-binding advisory vote to approveCompany’s executive compensation, we hold such non-bindingask our shareholders to approve, on an advisory votebasis, the Company’s executive compensation every year.
As described in detail under the heading “CompensationCompensation Discussion and Analysis, we seek to closely align the interests of our corporate officers with the interests of our shareholders. Our compensation programs are designed to reward our corporate officers for the achievement of financial and operating performance. To that end, our compensation programs encompass the following principles:
Total compensation should be competitive with the peer group approved by our Corporate Governance and Compensation Committee.
Compensation should be tied to our overall financial performance.
Compensation should align the long-term interests of our executives with those of our shareholders.
Compensation should serve as an incentive for our executives to remain employed with us, assisting in our long-term growth objectives.
The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of the corporate officers named in this proxy statement, as described under the heading “CompensationCompensation Discussion and Analysis”Analysis beginning on page 1516 and the related tables and narrative disclosures beginning on page 30. We believe that our compensation programs have been effective at appropriately aligning pay and performance and in enabling us to attract and retain very talented executives.
We are asking our shareholders to indicate their support for the corporateexecutive officer compensation described in this proxy statement. The Board of Directors unanimously recommends a vote “FOR” the following resolution:
“RESOLVED, that the shareholders approve the compensation awarded to the corporateexecutive officers named in this proxy statement, as described under the heading “CompensationCompensation Discussion and Analysis”Analysis beginning on page 1516 and the related compensation tables and narrative disclosures beginning on page 30 as required by the rules of the Securities and Exchange Commission.”
Because the vote is advisory, it will not be binding upon the Board of Directors or the Corporate Governance and Compensation Committee, and neither the Board nor the Committee will be required to take any action as a result of the outcome of the vote on this proposal. Although the resolution is non-binding, the Board of Directors and the Committee will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, during our fiscal year 2016,2017, the Corporate Governance and Compensation Committee was composed, and is currently composed, of Messrs. Grote, Brown, Callison and Callison.Grote. There are no relationships involving the members of the Corporate Governance and Compensation Committee or our corporateexecutive officers that are required to be disclosed under Item 407(e)(4) of Regulation S-K.


SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS

Security Ownership of Certain Beneficial Owners
The table below indicates the persons or entities known to us to be the beneficial holders of more than 5% of our common stock, par value $0.01 per share, as of November 14, 2016,2017, except for the person set forth in the Security Ownership of Management table on page 47. The information set forth in the table below is based solely upon information included in Schedule 13D, Schedule 13F and Schedule 13G filings as of the most recent practicable date. We have no reason to believe that such information is not complete or accurate or that a statement or amendment to any Schedule 13D, Schedule 13F or Schedule 13G filing should have been filed and was not.
Name and Address of Beneficial Owner 
Number of Shares
Beneficially Owned
 % of Shares
Outstanding (6)
 
Number of Shares
Beneficially Owned
 % of Shares
Outstanding (7)
Wellington Management Group LLP (1)
280 Congress Street, Boston, MA 02210
 4,911,941 7.6% 8,246,560 11.9%
Vanguard Group Inc. (2)
PO Box 2600 V26, Valley Forge, PA 19482
 4,792,656 7.4% 5,241,985 7.6%
BlackRock, Inc. (3)
400 Howard Street, San Francisco, CA 94105
 4,304,093 6.7%
FMR LLC (4)
245 Summer Street, Boston, MA 02210
 3,428,253 5.3%
Dimensional Fund Advisors LP (5)
6300 Bee Cave Road, Building One, Austin, TX 78746
 3,287,135 5.1%
BlackRock, Inc. (3)
55 East 52nd Street, New York, NY 10055
 4,893,284 7.1%
Route One Investment Company, L.P. (4)
One Letterman Drive, Bldg D-Main, Suite 200, San Francisco, CA 94129
 4,288,083 6.2%
FMR LLC (5)
245 Summer Street, Boston, MA 02210
 4,056,105 5.9%
Iridian Asset Management LLC (6)
276 Post Road West, Westport, CT 06880
 3,882,909 5.6%
_________
(1) 
As reported on Schedule 13F filed with the SEC on November 14, 201613, 2017 with a report date of September 30, 2016.2017.
(2) 
As reported on Schedule 13F filed with the SEC on November 14, 20162017 with a report date of September 30, 2016.2017.
(3) 
As reported on Schedule 13F filed by BlackRock Fund Advisors (with respect to 2,416,717 shares) and Schedule 13F filed by BlackRock Institutional Trust Company, N.A. (with respect to 1,887,376 shares) with the SEC both on November 8, 201614, 2017 with a report datesdate of September 30, 2016. Blackrock Fund Advisors and BlackRock Institutional Trust Company, N.A. are both subsidiaries of BlackRock, Inc.2017.
(4) 
As reported on Schedule 13F filed with the SEC on November 14, 20162017 with a report date of September 30, 2016.2017.
(5) 
As reported on Schedule 13F filed with the SEC on November 10, 201613, 2017 with a report date of September 30, 2016.2017.
(6) 
BasedAs reported on 64,879,131Schedule 13F filed by Iridian Asset Management LLC/CT filed with the SEC on November 8, 2017 (with respect to 3,013,499 shares) and Schedule 13F filed by First Eagle Investment Management, LLC, 1345 Avenue of the Americas, New York, NY 10105, filed with the SEC on November 6, 2017 (with respect to 869,410 shares) with report dates of September 30, 2017. Iridian Asset Management LLC/CT is an institutional investment manager whose holdings also are included on the Schedule 13F filed by First Eagle Investment Management, LLC.
(7)
The number of shares outstanding for purposes of this calculation was the number of shares outstanding as of November 14, 2016.13, 2017 (66,120,127 shares), plus the number of shares which could be acquired upon the exercise of vested options, or options that vest within 60 days of that date, by all directors, director nominees and executive officers (3,147,830).

Security Ownership of Management
The following table shows the shares of our common stock beneficially owned, as of November 14, 2016,13, 2017, by our directors, director nominees and executive officers. Except as noted, all such persons possess sole voting and dispositive powers with respect to the shares listed. In general, “beneficial ownership” includes those shares an individual has the power to vote or transfer, and options or other equity awards that are vested and exercisable or that become vested and/or exercisable within 60 days. An asterisk in the column listing the percentage of shares outstanding indicates that the person owns less than 1% of the common stock outstanding.
Name 
Number of
Shares Beneficially Owned
 
Exercisable
Options
 Total 
% of Shares
Outstanding(8)
 
Other
Stock-Based
Items (9)
 
Total
Stock-Based
Ownership
 
Number of
Shares Beneficially Owned
 
Exercisable
Options
 Total 
% of Shares
Outstanding (1)
 
Other
Stock-Based
Items (2)
 
Total
Stock-Based
Ownership
William P. Stiritz 1,474,895
(1) 
2,616,666
 4,091,561
 6.0% 
 4,091,561
 1,831,804
(3) 
2,316,666
 4,148,470
 6.0% 
 4,148,470
Robert V. Vitale 51,624
(2) 
426,666
(3) 
478,290
 *
 
 478,290
 76,467
(4) 
675,666
(5) 
752,133
 1.1% 
 752,133
Jay W. Brown 
 
(7 
) 
 
 *
 13,305
 13,305
 
 
(6) 

 *
 15,163
 15,163
Edwin H. Callison 1,700
(4) 
(7 
) 
 1,700
 *
 10,064
 11,764
 2,000
(7) 

(6) 
2,000
 *
 11,356
 13,356
Gregory L. Curl 
 
(7 
) 
 
 *
 
 
 
 
(6) 

 *
 
 
Robert E. Grote 1,000
(5) 
(7 
) 
 1,000
 *
 11,702
 12,702
 1,000
(8) 

(6) 
1,000
 *
 12,994
 13,994
Ellen F. Harshman 
 
 
 *
 107
 107
David W. Kemper 
 
(7 
) 
 
 *
 1,613
 1,613
 
 
(6) 

 *
 2,906
 2,906
David P. Skarie 27,880
(6) 
(7 
) 
 27,880
 *
 11,432
 39,312
 27,880
(9) 

(6) 
27,880
 *
 12,966
 40,846
Jeff A. Zadoks 3,333
 6,666
 9,999
 *
 
 9,999
 8,832
(10) 
21,333
 30,165
 *
 
 30,165
James E. Dwyer, Jr. 10,644
 79,499
 90,143
 *
 
 90,143
 12,284
 77,166
 89,450
(11) 
*
 
 89,450
Richard R. Koulouris 6,666
 12,833
 19,499
 *
 
 19,499
Diedre J. Gray 8,832
(12) 
17,000
 25,832
 *
 
 25,832
Christopher J. Neugent 24,166
 12,833
 36,999
 *
 
 36,999
 30,999
 39,999
 70,998
 *
 
 70,998
All directors and executive officers as a group (12 people) 1,601,908
 3,155,163
 4,757,071
 7.0% 48,116
 4,805,187
All directors and executive officers as a group (13 people) 2,000,098
 3,147,830
 5,147,928
 7.4% 55,492
 5,203,420
_________
(1)
Includes 169,369 shares of common stock held in a trust for the benefit of Mr. Stiritz. Mr. Stiritz also has shared voting and investment power with respect to 150,073 shares of common stock held by his wife, 23,091 shares of common stock held by his son, and 20,000 shares of common stock held by his daughter. Also includes 312,500 vested shares that were delivered to Mr. Stiritz six months after his resignation as an executive officer of the Company.
(2)
Includes 26,526 shares held in trusts for the benefit of Mr. Vitale.
(3)
Includes 290,000 exercisable stock options held in a trust for the benefit of Mr. Vitale, 6,667 exercisable stock options held in a trust for the benefit of Mr. Vitale’s wife and 13,332 exercisable stock options held in trusts for the benefit of Mr. Vitale’s children.
(4)
Includes 100 shares of common stock held by Mr. Callison’s wife. Mr. Callison also has shared voting and investment power with respect to 600 shares held in his daughter’s and grandchildren’s trusts.
(5)
Mr. Grote has shared voting and investment power with respect to 1,000 shares held in his children’s trust.
(6)
Mr. Skarie has shared voting and investment power with his wife with respect to 6,487 shares held in his children’s trust.
(7)
Although our non-employee directors are granted stock appreciation rights on an annual basis, these stock appreciation rights become exercisable the later of three years from the date of grant or upon that non-employee director’s resignation, retirement, disability or death.
(8) 
The number of shares outstanding for purposes of this calculation was the number of shares outstanding as of November 14, 2016 (64,879,13113, 2017 (66,120,127 shares), plus the number of shares which could be acquired upon the exercise of vested options, or options that vest within 60 days of that date, by all directors, director nominees and executive officers (3,155,163)(3,147,830).
(9)(2) 
Includes indirect interests in shares of our common stock held under our Deferred Compensation Plan for Non-Management Directors. Although indirect interests in shares of our common stock under deferred compensation plans may not be voted or transferred, they have been included in the table above as they represent an economic interest in our common stock that is subject to the same market risk as ownership of actual shares of our common stock.
(3)
Includes 169,369 shares of common stock held in a trust for the benefit of Mr. Stiritz. Mr. Stiritz also has shared voting and investment power with respect to 250,073 shares of common stock held by his wife.
(4)
Includes 26,526 shares held in trusts for the benefit of Mr. Vitale.
(5)
Includes 380,000 exercisable stock options held in a trust for the benefit of Mr. Vitale, 13,332 exercisable stock options held in a trust for the benefit of Mr. Vitale’s wife and 26,666 exercisable stock options held in trusts for the benefit of Mr. Vitale’s children.
(6)
Although our non-employee directors (other than our Chairman of the Board) were granted stock appreciation rights on an annual basis, these stock appreciation rights become exercisable the later of three years from the date of grant or upon that non-employee director’s resignation, retirement, disability or death.
(7)
Includes 100 shares of common stock held by Mr. Callison’s wife. Mr. Callison also has shared voting and investment power with respect to 300 shares held in a family trust and 600 shares held in his daughter’s and grandchildren’s trusts.
(8)
Mr. Grote has shared voting and investment power with respect to 1,000 shares held in his children’s trust.
(9)
Mr. Skarie has shared voting and investment power with his wife with respect to 6,487 shares held in his children’s trust.
(10)
Mr. Zadoks has shared voting and investment power with his wife with respect to 3,333 shares held in a revocable trust.
(11)
The totals for Mr. Dwyer reflect the reduction of shares of common stock and option awards that occurred during fiscal year 2017 when beneficial ownership of certain amounts of his shares of common stock and certain portions of his option awards were transferred to his former spouse pursuant to a domestic relations order.
(12)
Ms. Gray has shared voting and investment power with her husband with respect to 3,333 shares held in a revocable trust.

Section 16(a) Beneficial Ownership Reporting Compliance
Our executive officers and directors are required under the Exchange Act to file reports of ownership and changes in ownership of our common stock with the SEC and the NYSE. Copies of those reports also must be furnished to us.
Based solely onupon a review of copies of those reports, other documents furnished to us and written representations that no other reports were required, we believe that all filing requirements applicable to officers and directors have been complied with during the preceding fiscal year, with the following exception. In November 2016,except that Mr. Stiritz filedfailed to timely report five transactions on four Form 4s. Mr. Stiritz reported these transactions on a Form 5 to report six series of transactions for shares purchased during fiscal year 2016 by two adult children who do not reside in his household. Mr. Stiritz has shared investment power over the accounts held by these two adult children, and is therefore deemed to have beneficial ownership of these shares.filed on October 11, 2017.




SHAREHOLDER PROPOSALAMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION TO REMOVE THE BOARD’S EXCLUSIVE POWER TO AMEND BYLAWS
(Proxy Item No. 4)
Calvert Investment Management, Inc. (“Calvert”Our Board of Directors unanimously has approved, and recommends that the Company’s shareholders approve, an amendment and restatement of the Company’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to amend the last sentence of Article 8 to remove the provision giving our Board of Directors the exclusive power to amend, alter, change or repeal our Amended and Restated Bylaws (the “Bylaws”), 4550 Montgomery Avenue, Bethesda, MD 20814, acting on behalfin order to allow both directors and shareholders to amend our Bylaws. Missouri law and the Articles of The Calvert U.S. Large Cap Core Responsible Index FundIncorporation require that along with other related funds, arean amendment of the beneficial ownersArticles of approximately 5,445Incorporation be approved by the affirmative vote of a majority of the outstanding shares of the Company’s common stock asCompany. The full text of September 30, 2016, has informed the Company that it intendsproposed amendment and restatement of the Articles of Incorporation (the “Proposed Articles Amendment”) is set forth in Annex A to present the following proposal at the annual meeting. The proposal, together with the supportingthis proxy statement (the proposed new text is presented as received from Calvert in accordance with SEC rules,underlined and the Companyproposed deleted text is crossed out) (hereinafter referred to as the “Amended and itsRestated Articles of Incorporation”).
Currently, our Articles of Incorporation and Bylaws provide that our Board of Directors disclaim any responsibilityhas the exclusive power to amend our Bylaws. Our Board of Directors is committed to strong and effective corporate governance and monitors regularly our corporate governance policies and practices. The ability of shareholders to amend bylaws is increasingly considered an important aspect of good corporate governance. Our Board of Directors has concluded that amending our Articles of Incorporation and Bylaws to allow shareholders to amend our Bylaws will enhance our corporate governance practices by giving shareholders a say in important governance principles.
Article 8 of our Articles of Incorporation currently provides that our Bylaws may only be amended by two-thirds of the members of our Board of Directors. The Proposed Articles Amendment removes the provision that only our Board of Directors can amend our Bylaws and instead provides that our Bylaws may be amended in the manner provided for in our Bylaws.
Our Board of Directors, subject to shareholder approval of the Amended and Restated Articles of Incorporation, also has approved an amendment and restatement (the “Proposed Bylaws Amendment”) of our Bylaws to provide that our Bylaws may be amended by either a two-thirds majority of our Board of Directors or by shareholders holding a majority of all of the outstanding shares of capital stock of the Company entitled to vote thereon. The Proposed Bylaws Amendment also provides that our Board of Directors cannot amend the Bylaws to alter the Company’s shareholders’ power to amend the Bylaws, and the Company’s shareholders cannot amend the Bylaws to alter the Board of Directors’ power to amend the Bylaws. Approval of the Proposed Bylaws Amendment does not require shareholder action.
This general description of the proposed changes to the Articles of Incorporation is qualified in its content.entirety by reference to the proposed Amended and Restated Articles of Incorporation set forth in Annex A to this proxy statement. If the Amended and Restated Articles of Incorporation are approved by the shareholders, then the Amended and Restated Articles of Incorporation will become effective upon their filing with the Missouri Secretary of State. The shareholder proposal is required to be voted upon at the annual meetingcorresponding Proposed Bylaws Amendment which has been adopted by our Board of Directors will become effective only if properly presented at the meetingAmended and Restated Articles of Incorporation are approved by the shareholder or a qualified representative.
Resolution Proposedshareholders. If the Amended and Restated Articles of Incorporation are not approved by Shareholder
Concerning a Report Disclosing Risksthe shareholders, then the Articles of Caged Chickens
RESOLVED,Incorporation and Bylaws will remain unchanged and shareholders request that Post Holdings provide a reportwill not be permitted to shareholders - within six months of the 2017 annual meeting, prepared at reasonable cost and omitting proprietary information - detailing the possible risks associated with the cage confinement of chickens within its egg supply chain and operations. The report should detail major potential risks and impacts, including those regarding brand reputation, customer relations, infrastructure and equipment, animal well-being, and regulatory compliance.
SUPPORTING STATEMENT:
Post owns Michael Foods, which produces and sells eggs from chickens confined in cages.
Nearly all major U.S. food companies - including the largest egg buyers - have publicly instituted timelines for eliminating their purchases of eggs from caged chickens, committing to sourcing 100 percent cage-free eggs. (See partial list below, including Sysco - which accounted for 14 percent of Michael Foods’ 2015 net sales.)
Michael Foods acknowledges its customers are demanding a shift to cage-free eggs: “Our customers are increasingly requesting cage-free eggs and products made from cage-free eggs,” wrote the company in a 2015 press release.
In fact, so many retailers made cage-free pledges last year that Fox News called 2015, “The Year of the Cage-Free Hen.” Egg Industry - the industry’s trade journal - produced an article asking not if, but “When should U.S. egg producers scrap their cages?” Meanwhile, NPR reported that, “Most U.S. egg producers are now choosing cage-free houses.” These producers include:
Rembrandt Foods - one of Michael Foods’ top competitors - announced, “Cage-free to become the standard for Rembrandt Foods.”
Rose Acre - the second-largest U.S. egg producer - and Hillandale Farms each announced plans to become 100 percent cage-free.
Hickman Farms announced that cage-free production is “the future ofamend our industry and our business.”
Eggland’s Best announced that it is converting to 100 percent cage-free by 2025.
Gemperle Farms announced that, “In the current direction towards cage-free...we expect to be fully converted before 2024.”
Yet, Michael Foods has disclosed no specific plans to meet the cage-free demand. The company claims that it is “working with our customers and suppliers to transition to cage-free housing to anticipate demand,” but has not provided details. It also fails to disclose what risks may endanger the company and its investors as a result of its continued - and indefinite - use of cages despite the massive, wide scale shift of major egg buyers and producers to go cage-free.
PARTIAL LIST SHOWING JUST SOME OF THE NEARLY 200 MAJOR EGG BUYERS WITH 100 PERCENT CAGE-FREE COMMITMENTS:
Sysco, Walmart, McDonald’s, Burger King, Costco, Kroger, IHOP, Denny’s, Jack in the Box, Starbucks, Sonic, Subway, Cracker Barrel, Wendy’s, Taco Bell, Aramark, Compass Group, Dunkin’ Donuts, Bob Evans, Albertson’s, Sodexo, Kellogg’s, Kraft Heinz, Mondelez, Nestle, Unilever, Bloomin’ Brands, Carl’s Jr., Cheesecake Factory, Chick-fil-A, Darden, Golden Corral, Hardee’s, 7-Eleven, Campbell Soup, ConAgra Foods, Aldi, P.F. Chang’s, Panera Bread, TGI Friday’s, Disney, General Mills, White Castle, Tim Hortons, Dollar General, Dollar Tree, Target, Krispy Kreme, and more.

THE BOARD’S STATEMENT IN OPPOSITIONBylaws.
The Board believes this shareholder proposal is not in the best interests of the Company or our shareholders. The BoardDirectors unanimously recommends a vote AGAINST this proposal for“FOR” the reasons described below.
Michael Foods is a Leader in Cage-Free Operations:
Michael Foods is committed to sourcing cage-free eggs for its customers, from both its own farmsamendment and from its third party contract supplier farms. Below are just a few examples of Michael Foods’ commitment to sourcing cage-free eggs:
Michael Foods is the largest provider of cage-free egg products in the United States.
Michael Foods was the first national egg product supplier with a cage-free offering.
In the past five years, Michael Foods has doubled its amount of cage-free egg products sold.
In fiscal year 2016, Michael Foods sold approximately 66 million pounds of cage-free egg products to customers.
In December 2015, Michael Foods announced its commitment to cage-free hen housing in a press release.
In August 2016, Michael Foods announced that it will be converting its egg layer farm located in Bloomfield, Nebraska to a cage-free operation to respond to increasing customer demand for cage-free eggs and cage-free egg products. This farm is large, and Michael Foods will be tearing down/demolishing the 32 existing layer barns at the farm and replacing them with a new cage-free facility. The conversion is expected to occur from the spring of 2017 through 2020. The sheer financial commitment involved illustrates our commitment to cage-free housing.
Michael Foods sources cage-free eggs from over 40 cage-free farms.
As publicly stated in the December 2015 press release, Michael Foods pays close attention to all issues affecting the national egg supply, including customer needs, customer demand for egg products and hen housing systems. As demand for cage-free eggs grows, Michael Foods will continue to invest in the production of cage-free eggs to meet that demand, and Michael Foods will continue to be an advocate for cage-free egg products with consumers and customers.
Substantial Information Regarding the Risks of Different Forms of Hen Housing is Already Available:
Michael Foods is a founding memberrestatement of the Coalition for Sustainable Egg Supply (the “Coalition”), an allianceArticles of leading animal welfare scientists, academic institutions, non-governmental organizations, egg suppliers, and restaurant/food service and food retail companies. The Coalition has studied various hen housing systems, includingIncorporation to remove the conventional cage system and cage-free aviary system, and its research results are publicly available at http://www2.sustainableeggcoalition.org/final-results. Also available for review on the Coalition’s website are:
a large number of charts, tables and graphs illustrating the Coalition’s research results, including production performance, hen health and welfare, food safety and quality, environmental matters, worker health and safety and food affordability;
an interactive interpretation of the trade-offs inherent to each system of hen housing studied, including with respect to animal health and well-being; and
numerous papers published on the Coalition’s research on topics such as housing characteristics and management practices, the impact of commercial housing systems and nutrient and energy intake on laying hen performance and egg quality parameters, and the effects of housing system on the costs of commercial egg production.
In addition to the Coalition’s research, industry groups also publish information on forms of caged and cage-free hen housing systems. For example, United Egg Producers, a cooperative of egg farmers of which Michael Foods is a member, makes available on its website at www.unitedegg.org various reports and other information about hen housing and animal welfare.
In light of the Company’s already evident commitment to sourcing cage-free eggs, and the large volume of information already readily available free of charge toprovision giving our shareholders, the Board simply does not believe that a separate effort to research, prepare and distribute a report on hen housing represents an efficient or prudent use of the Company’s resources. The Company already discloses its material risks to its shareholders in its annual report on 10-K and other filings with the SEC and updates its shareholders with key information about its cage-free efforts in press releases and on its websites. The Company believes that preparing a report of the type proposed would require a sizable expansion of the types and amount of information it gathers,

analyzes and discloses, and would involve significant expense and distraction, diverting time and resources from activities that can have direct benefits on the sustainability and profitability of the Company’s business. Moreover, the Company’s shareholders would gain little from such a diversion of resources, because the report proposed would be largely duplicative of information that is already easily accessible to our shareholders.
Although the Board does not believe the report suggested in this shareholder proposal would provide sufficient benefits to the Company or its shareholders to justify the costs, that should not be misunderstood as an indication that the Board or the Company is not focused on cage-free matters. In opposing this proposal, the Board is merely opposing the requirement to comprehensively gather data and publish a report that the Board does not believe offers meaningful new benefits to shareholders. Instead, the Board believes the Company’s resources will be better devoted to continuing the Company’s commitment to transition to cage-free eggs in a way that is reasonable and sustainable for all stakeholders, including shareholders and the dedicated farmers who are the foundation of the egg supply system.
For these reasons, the Board UNANIMOUSLY recommends that you vote AGAINST this shareholder proposal.

SHAREHOLDER PROPOSAL
(Proxy Item No. 5)
The Humane Society of the United States (the “HSUS”), 2100 L Street, NW, Washington, DC 20037, beneficial owner of at least $2,000 in market value of the Company’s common stock, has informed the Company that it intends to present the following proposal at the annual meeting. The proposal, together with the supporting statement, is presented as received from the HSUS in accordance with SEC rules, and the Company and the Board of Directors disclaim any responsibility for its content. The shareholder proposal is requiredthe exclusive power to be voted upon at the annual meeting only if properly presented at the meeting by the HSUS or a qualified representative.
Resolution Proposed by Shareholder
Concerning an Independent Board Chairman
RESOLVED, that shareholders ask that Post Holdings adopt a policy, and amend other governing documents as necessary, to require that the Board’s Chair be an independent director, as defined in accordance with applicable requirements of The NYSE. This independence requirement shall apply prospectively, so as not to violate any contractual obligation at the time this resolution is adopted. Compliance with this policy is waived if no independent director is available and willing to serve as Chair. The policy should also specify how to select a new independent Chair if a current Chair ceases to be independent between annual shareholder meetings.
SUPPORTING STATEMENT:
Post’s chairman is not an independent director, as he has been an executive of the company within the last three years. As well, the Company’s Corporate Governance Guidelines expressly allow for a non-independent chairman. “The Board has no policy with respect to the separation,” states those guidelines. This is risky governance, based on the following logic:
1.The role of management is to run the company; and
2.the Board’s role is to provide independent oversight of management; therefore
3.there is a potential conflict of interest and lack of checks and balances when a company’s top executive is his or her own overseer.
A company executive holding the role of Chairman may weaken that company’s governance structure and harm shareholder value. Referring to a company executive also being Chairman, as Intel’s former Chair Andrew Grove stated, “If he’s an employee, he needs a boss, and that boss is the Board. The Chairman runs the Board. How can [he] be his own boss?”
Increasingly, board members seem to agree. According to a Sullivan & Cromwell survey of 400 Board members, approximately 70% of respondents believe the head of management should not concurrently Chair the Board.
Indeed, shareholders are best served by an independent Board Chair who can provide a balance of power between the company and its Board and support strong Board leadership. The primary duty of a Board of Directors is to oversee company management on behalf of its shareholders. We believe an Executive Chairman position creates a conflict of interest, resulting in excessive influence by, and oversight of, management.
Not surprisingly, numerous institutional investors recommend that Board Chairs be independent directors. For example, the California Public Employees’ Retirement System (CalPERS)-America’s largest public pension fund-encourages such a policy. And proxy analysis and voting firm Institutional Shareholder Services (ISS) recommends voting in favor of proposals, such as this one, seeking policies to ensure the Board Chair is an independent director.
We believe that ensuring the Board Chair position is held by an independent director rather than a company executive would benefit Post and its shareholders; we encourage shareholders to vote FORthis proposal.
THE BOARD’S STATEMENT IN OPPOSITION
The Board believes this shareholder proposal is not in the best interests of the Company or our shareholders. The Board unanimously recommends a vote AGAINST this proposal for the following reasons:
The Board should retain the flexibility to determine the most effective leadership structure for the Company:
Determining the appropriate leadership structure is one of the most important tasks of any board of directors. Our Board has an unremitting fiduciary duty to act in the manner it believes to be in the best interests of the Company and its shareholders, and our Board takes this responsibility very seriously. The adoption of a policy requiring that the Chairman of the Board be an independent director limits our Board’s ability to choose the person best suited for the role at a particular time. A 2011 report by the Harvard Law School Forum on Corporate Governance and Financial Regulation proposes that “board effectiveness is affected by the chairman’s industry knowledge, leadership skills, and influence on board process rather than by the particularBylaws.

leadership structure chosen.” Our Board believes that choosing a chairman should not be mechanical, but should be contextual and based on the composition of our Board, the person then serving or selected to serve as our Chief Executive Officer and the needs and opportunities of the Company as they change over time.
Post’s Corporate Governance Guidelines provide that the Board has the ability to make determinations regarding its leadership structure on a case-by-case basis in a manner it determines is in the best interests of the Company and our shareholders. We agree with the Stanford Closer Look Series article “Where Experts Get It Wrong: Independence vs. Leadership in Corporate Governance” from March 13, 2013, which argues that more attention should be paid to contextual issues, like a company’s leadership, culture and specific situation, and “[w]hile these are more difficult to measure, they are also likely to have a far greater impact on governance quality than one-size-fits-all structural requirements.” Our Board believes that the HSUS’s rigid, “one size fits all” proposal, which fails to identify any concerns specific to Post, is not in the best interests of our shareholders. Our Board is in the best position to determine the Company’s leadership structure in light of all relevant facts and circumstances regarding the Company at any given time. Adoption of this proposal would deprive the Board of this flexibility, to the potential detriment of the Company and the Company’s shareholders.
Post’s corporate governance practices already provide for various forms of independent leadership and oversight over the Company:
Our Board does not believe that an independent chairman is necessary to achieve a high degree of independent oversight of the Company’s management. We have a number of key corporate governance measures in place to ensure that our Board acts independently of management, including the following:
Lead Independent Director. Our Corporate Governance Guidelines provide that if the Chairman of the Board is not an independent director, then the chairman of the Corporate Governance and Compensation Committee (the “CGCC”) serves as Lead Director of the Board. The Lead Director has a number of important responsibilities, including (i) chairing meetings of the independent directors, (ii) working with the Chief Executive Officer to develop Board and Committee agendas, (iii) coordinating and chairing executive sessions of the Board’s independent directors, and (iv) working with the CGCC to identify for appointment the members of the various Board committees. We have had a Lead Director since the Company started publicly trading on the New York Stock Exchange in 2012. Our Lead Director serves as an independent liaison between the Chairman, the Chief Executive Officer, the other members of our Board, and management of our Company, and has extensive knowledge about Post’s strategic objectives, the industry in which Post operates, and the areas of strategic importance to Post.
Executive Sessions. Our Board, and each committee, has the authority to meet in executive session at every meeting held, and frequently does meet in executive session without management present to discuss important matters.
Majority Independent Board. Currently 75% (6 of 8) of the Board members are independent, consistent with the NYSE’s standards of independence.
Access. All non-management Board members have full access to Post’s management and outside advisors, and have engaged advisors to assist with fulfilling their duties.
Fully Independent Key Board Committees. All members of the Audit Committee and the CGCC are independent. The chairs of these committees are heavily involved in establishing the agenda for each committee meeting. The chairs of these committees also have frequent conferences with members of management leading up to meetings. Executive sessions of these committees provide the ability to meet without management present and with their respective independent consultants and advisors.
Annual Board and Board Committee Self-Assessments. The Board and each of the Board committees evaluate their organization, leadership structure and processes on an annual basis to ensure that the Board and each committee is functioning effectively. Feedback is given to management and the Chairman on an anonymous basis.
Post currently has a separate Chairman of the Board and Chief Executive Officer:
In November 2014, the board separated the roles of Chairman and CEO by creating the position of Executive Chairman, which was held by William P. Stiritz, and appointing Robert V. Vitale as President and Chief Executive Officer. In February 2016, Mr. Stiritz retired from his executive employment position and transitioned from Executive Chairman to non-executive Chairman of the Board, and he is no longer an employee of Post.
For these reasons,the Board UNANIMOUSLY recommends that you vote AGAINST this shareholder proposal.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PolicyPolicies and Procedures Governing Related Party Transactions
Our written global standards of business conduct and our written code of conduct for directorsofficers and employees and our written Board of Directors code of ethics each containcontains written conflict of interest policies that together are designed to prevent each director and corporateexecutive officer from engaging in any transaction that could be deemed a conflict of interest.
Our Corporate Governance and Compensation Committee is responsible for reviewing transactions in which one or more directors or corporate officers may have an interest. The Committee acts pursuant to a written charter, giving the Committee the authority to oversee compliance with legal and regulatory requirements, codes of conduct and ethics programs established by the Company. If the Committee determines that a director or officer has a direct or indirect material interest in a transaction involving us, the Committee will either approve, ratify or disapprove the transaction. In considering a related party transaction, the Committee will take into account relevant facts and circumstances, including the following:
whether the terms of the transaction are no less favorable to us than terms generally available to an unaffiliated third party under similar circumstances;
the materiality of the director’s or officer’s interest in the transaction, including any actual or perceived conflicts of interest; and
the importance of the transaction and the benefit (or lack thereof) of such transaction to us.
We expect that the Committee will not approve or ratify such transaction unless, after considering all facts and circumstances, including the factors listed above, it will determinedetermines that the transaction is in, or is not inconsistent with, the best interests of our Company and our shareholders. In the event management, in the normal course of reviewing corporate records, determines a related party transaction exists which was not approved by the Committee, management will present the transaction to the Committee for consideration.
The Committee will pre-approve certain transactions in which a corporate officer or director may have an interest including (i) transactions involving competitive bids, (ii) certain charitable contributions, and (iii) certain banking-related services. No director will be permitted to participate in the approval of a related party transaction in which such director was interested. If a related party transaction will be ongoing, the Committee may establish guidelines for management to follow in its ongoing dealings with the related party.
Mr. Nick Stiritz, the adult son of Mr. William Stiritz, our Chairman of the Board, joined the Company as a Brand Manager in November 2013 for the Company’s subsidiary, Premier Nutrition Corporation. Mr. Nick Stiritz is currently a Senior Brand Manager and has an annual base salary of $138,000$150,000 and a bonus target of 15%. In November 2016,2017, the Committee reviewed this transaction in accordance with the related party policy described above, and determined that no conflict of interest would arise from such transaction. In setting Mr. Nick Stiritz’s compensation, we followed the same policies and practices that we have historically used to set compensation for other similarly-situated employees.
OTHER MATTERS

Proxy Solicitation
We will bear the expense of preparing, making available or otherwise transmitting this proxy statement and the accompanying materials. We have paid certain entities for assistance with preparing this proxy statement and the proxy card. We also will pay for the solicitation of proxies. We hired Georgeson Inc. to assist in the solicitation of proxies for a fee of $13,000 plus expenses. We will reimburse brokers, banks and other nominees for costs, including postage and handling, reasonably incurred by them in sending proxy materials to the beneficial owners of our common stock. In addition to the standard mail, our employees may make proxy solicitations via telephone or personal contact. Our employees will not receive additional compensation for these activities.
Shareholder Nominations and Proposals for the 20182019 Annual Meeting
Under our bylaws,Bylaws, shareholders who desire to nominate a director or present any other business at an annual meeting of shareholders must follow certain procedures. Generally, to be considered at the 20182019 annual meeting of shareholders, a shareholder nomination of a director or a proposal not to be included in the proxy statement and notice of meeting must be received by the corporate secretary between September 28, 201727, 2018 and October 28, 2017.27, 2018. However, if the shareholder desires that the proposal be included in our proxy statement and notice of meeting for the 20182019 annual meeting of shareholders, then it must be received by our corporate secretary no later than August 10, 201713, 2018 and also must also comply in all respects with the rules and regulations of the SEC and the laws of the State of Missouri. A copy of the bylawsBylaws will be furnished to any shareholder without charge upon written request to our corporate secretary.

Form 10-K and Other Filings
Upon written request and at no charge, we will provide a copy of any of our filings with the SEC, including our annual report on Form 10-K, with financial statements and schedules for our most recent fiscal year. We may impose a reasonable fee for expenses associated with providing copies of separate exhibits to the report when such exhibits are requested. These documents also are available on our website at www.postholdings.com, and the website of the SEC at www.sec.gov.

Internet Availability of Proxy Materials
The notice of annual meeting, proxy statement and our 20162017 annual report may be viewed online at www.envisionreports.com/POST and on our website at www.postholdings.com. Information on our website does not constitute part of this proxy statement. You may find more information about the date, time and location of the annual meeting of shareholders, as well as the items to be voted on by shareholders at the annual meeting, in the section entitled “ProxyProxy and Voting Information”Information beginning on page 3 of this proxy statement. There, you also will find information about attending the annual meeting and voting your proxy, including where you may find the individual control numbers necessary to vote your shares by telephone or over the Internet.
If you are a shareholder of record and are interested in receiving future proxy statements and annual reports electronically, you should contact our transfer agent by accessing your account at www.envisionreports.com/POST and following the instructions as listed. If you hold shares of our common stock through a broker, bank or other nominee, please refer to the instructions provided by that entity for instructions on how to elect this option.

Householding
SEC rules allow delivery of a single annual report and proxy statement to households at which two or more shareholders reside. Accordingly, shareholders sharing an address who have been previously notified by their broker or its intermediary will receive only one copy of the annual report and proxy statement, unless the shareholder has provided contrary instructions. Individual proxy cards or voting instruction forms (or electronic voting facilities) will, however, continue to be provided for each shareholder account. This procedure, referred to as “householding,” reduces the volume of duplicate information received by shareholders, as well as our expenses. Shareholders having multiple accounts may have received householding notifications from their respective brokers and, consequently, such shareholders may receive only one proxy statement and annual report. Shareholders who prefer to receive separate copies of the proxy statement and annual report, either now or in the future, may request to receive separate copies of the proxy statement and annual report by notifying our corporate secretary. Shareholders currently sharing an address with another shareholder who wish to have only one proxy statement and annual report delivered to the household in the future also should also contact our corporate secretary. Our corporate secretary may be reached by telephone at (314) 644-7600 or by mail at our principal executive offices at Post Holdings, Inc., 2503 S. Hanley Road, St. Louis, Missouri 63144, Attention: Corporate Secretary.
By order of the Board of Directors,
djgsig.jpg
/s/ Diedre J. Gray
Diedre J. Gray
SeniorExecutive Vice President, General Counsel
and Chief Administrative Officer, Secretary


December 8, 201611, 2017


ANNEX A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
POST HOLDINGS, INC.
* * *
ARTICLE ONE
The name of the corporation (herein referred to as the “Corporation”) is Post Holdings, Inc.
ARTICLE TWO
The name and address of the Corporation’s registered agent in Missouri is CT Corporation System, 120 South Central Avenue, Clayton, Missouri 63105.
ARTICLE THREE - AUTHORIZED SHARES
CLASSES AND NUMBER OF SHARES
The aggregate number of shares of capital stock which the Corporation is authorized to issue is 350,000,000 shares, consisting of:
(i)300,000,000 shares of Common Stock, par value $.01 per share (“Common Stock”); and
(ii)50,000,000 shares of Preferred Stock, par value $.01 per share (“Preferred Stock”).
A.
No Preemptive Rights
All preemptive rights are hereby denied, so that none of the Common Stock, the Preferred Stock or any other security or securities of the Corporation shall carry with it and no holder or owner of any Common Stock, Preferred Stock or any other security or securities of the Corporation shall have any preferential or preemptive right to acquire any additional shares of Common Stock, Preferred Stock or any other security or securities of the Corporation.
B.No Cumulative Voting
All cumulative voting rights are hereby denied, so that none of the Common Stock, the Preferred Stock or any other security or securities of the Corporation shall carry with it and no holder or owner of any Common Stock, Preferred Stock or any other security of the Corporation shall have any right to vote cumulatively in the election of directors or for any other purpose.
C.Terms of Preferred Stock
The terms of the shares of each series of Preferred Stock shall be as stated and expressed in these Amended and Restated Articles of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issuance of such series of Preferred Stock adopted by the Board of Directors. Subject to the requirements of the GBCL and the provisions of these Amended and Restated Articles of Incorporation, the Board of Directors is expressly authorized to cause any number of authorized and undesignated shares of Preferred Stock to be issued from time to time in one or more series of Preferred Stock with such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, if any, as the Board of Directors may fix by resolution or resolutions, prior to the issuance of any shares of such series of Preferred Stock, each of which series may differ from any and all other series, including, without limiting the generality of the foregoing, the following:
(i)The number of shares constituting such series of Preferred Stock and the designations thereof;
(ii)The dividend rate, if any, on the shares of such series of Preferred Stock, whether and the extent to which any such dividends shall be cumulative or non-cumulative, the relative rights of priority, if any, of payments of any dividends, and the time at which, and the terms and conditions on which, any dividends shall be paid;
(iii)The right, if any, of the holders of such series of Preferred Stock to vote and the manner of voting, except as may otherwise be provided by the GBCL and the provisions of these Amended and Restated Articles of Incorporation;

(iv)Whether or not the shares of such series shall be made convertible into or exchangeable for other securities of the Corporation, including shares of the Common Stock or shares of any other series of the Preferred Stock, now or hereafter authorized, the price or prices or the rate or rates at which conversion or exchange may be made, any provision for future adjustment in the conversion or exchange rate, and the terms and conditions upon which the conversion or exchange right shall be exercised;
(v)The redemption or purchase price or prices of the shares of the series of Preferred Stock, if any, and the times at which, and the terms and conditions under which, the shares of such series Preferred Stock may be redeemed or purchased;
(vi)The terms of the sinking fund, if any, to be provided for such series of Preferred Stock, and the terms and amount of any such sinking fund;
(vii)The rights of the holders of shares of such series of Preferred Stock in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation and the relative rights of priority, if any, of such holders with respect thereto;
(viii)From time to time to include additional authorized and undesignated shares of Preferred Stock in such series; and
(ix)Any other relative powers, preferences and rights, and any qualifications, limitations or restrictions thereof, of such series of Preferred Stock.
ARTICLE FOUR - INCORPORATOR
The name and place of residence of the incorporator of the Corporation is G. A. Billhartz, 800 Market Street, Suite 2900, St. Louis, Missouri 63101.
ARTICLE FIVE - DIRECTORS
A.Number and Classification
The number of directors to constitute the initial Board of Directors of the Corporation shall be three. Hereafter, the number of directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation, but shall not be less than three. Any changes in the number of directors shall be reported to the Secretary of State of Missouri within the time periods required by the GBCL. The directors shall be divided into three (3) classes, as nearly equal in number as reasonably possible, except that one class may be one greater or one less in number than the other two classes. At each annual meeting of shareholders, successors to the class of directors whose term expires at that annual meeting shall be elected for a three (3) year term (and until their respective successors shall have been elected and qualified in each class or until their earlier death, resignation or removal), so that the term of one class of directors shall expire in each year. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of stock of the Corporation, other than shares of Common Stock, shall have the right, voting separately by class or series, to elect directors, the election, term of office, filling of vacancies and other features of such directorship shall be governed by the terms of these Amended and Restated Articles of Incorporation or any Certificate of Designation thereunder applicable thereto; and such directors so elected shall not be divided into classes pursuant to this Article Five unless expressly provided by such terms. As used in these Amended and Restated Articles of Incorporation, the term “entire Board of Directors” means the total number of directors fixed by, or in accordance with, these Articles of Incorporation and the Bylaws of the Corporation.
B.Removal of Directors
At a meeting called expressly for that purpose, one or more members of the Board of Directors may be removed only for cause and only by the affirmative vote of a least (i) two-thirds of all members of the Corporation’s Board of Directors, and (ii) two-thirds of all of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors, voting together as a single class (such vote being in addition to any required class or other vote). Whenever the holders of the shares of any class are entitled to elect one or more directors, the provisions of this Article shall apply in respect of the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to vote the holders of the outstanding shares as a whole. In addition, any director may be removed from office by the affirmative vote of a majority of the entire Board of Directors at any time prior to the expiration of the director’s term of office, as provided by law, in the event that the director fails, at the time of removal, to meet any qualifications stated in the Bylaws of the Corporation for election as a director or shall be in breach of any agreement between the director and the Corporation relating to the director’s service as a director or employee of the Corporation.

C.Vacancies
Subject to the rights, if any, of the holders of any class of capital stock of the Corporation (other than the Common Stock) then outstanding, any vacancies in the Board of Directors which occur for any reason prior to the expiration of the term of office of the class in which the vacancy occurs, including vacancies which occur by reason of an increase in the number of directors, may be filled only by the Board of Directors, acting by the affirmative vote of a majority of the remaining directors then in office (although less than a quorum), until the next election of directors by the shareholders of the Corporation.
D.Amendment
This Article Five may be amended, altered, changed or repealed only upon the affirmative vote of not less than two-thirds of all of the outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors voting together as a single class; provided, however, that whenever the holders of shares of any class are entitled to elect one or more directors, such amendment, alternation, change or repeal shall also require the affirmative vote of not less than two-thirds of the outstanding shares of each such class entitled to vote at such meeting.
ARTICLE SIX - TERM OF EXISTENCE
The Corporation shall have a perpetual existence.
ARTICLE SEVEN - PURPOSES
The purposes of the Corporation are to engage in any lawful act or activity for which a corporation now or hereafter may be organized under the GBCL.
ARTICLE EIGHT - BYLAWS
The Bylaws of the Corporation may be amended, altered, changed or repealed in the manner provided for in the Bylaws, and a provision or provisions inconsistent with the provisions of the Bylaws as they may exist from time to time may be adopted, only by a vote of two-thirds of all of the members of the Board of Directors.
ARTICLE NINE - CERTAIN BUSINESS COMBINATIONS
A.Approval
The approval of any Business Combination shall, in addition to any affirmative vote otherwise required by the GBCL, require the recommendation of the Board of Directors and the affirmative vote of the holders of not less than 85% of all of the outstanding shares of the capital stock of the Company then entitled to vote at a meeting of shareholders called for such purpose of which an Interested Shareholder is not the Beneficial Owner; provided, however, that, notwithstanding the foregoing, any such Business Combination may be approved on any affirmative vote required by the GBCL if:
(a)There are one or more Continuing Directors and the Business Combination shall have been approved by a majority of them; or
(b)(1) The consideration to be received by shareholders of each class of stock of the Corporation shall be in cash or in the same form as the Interested Shareholder and its affiliates have previously paid for a majority of the shares of such class of stock owned by the Interested Shareholder; and (2) the cash, or Market Value of the property, securities or other shareholders of each class of stock of the Corporation in the Business Combination is not less than the higher of:
(i)the highest per share price paid by the Interested Shareholder for the acquisition of any shares of such class in the two years immediately preceding the announcement date of the Business Combination, with appropriate adjustments for stock splits, stock dividends and like distributions, or
(ii)the Market Value of such shares, on the date the Business Combination is approved by the Board of Directors.

B.Definitions
(a)For purposes of this Article Nine, any terms not otherwise defined herein shall have the meanings set forth in Section 351.459 of the GBCL as in effect on the date these Amended and Restated Articles of Incorporation become effective.
(b)The term “Continuing Director” shall mean any member of the Board of Directors of the Corporation who is not an Affiliate or Associate of the Interested Shareholder and who was a member of the Board of Directors prior to the time that the Interested Shareholder became an Interested Shareholder, and any successor of a Continuing Director if the successor is not an Affiliate or Associate of the Interested Shareholder and is recommended or elected to succeed a Continuing Director by a majority of Continuing Directors.
C.Amendment
This Article Nine may be amended, altered, changed or repealed only upon the affirmative vote of not less than 85% of all the outstanding shares of capital stock of the Corporation entitled to vote at a meeting called for such purpose of which an Interested Shareholder is not the Beneficial Owner; provided, however, that this Article may be amended, altered, changed or repealed upon the affirmative vote required by the GBCL, if such amendment, alternation, change or repeal has been approved by a majority of the Board of Directors, if there is not an Interested Shareholder, or if there is an Interested Shareholder, by a majority of the Continuing Directors.
D.Article Inapplicable to Ralcorp Holdings, Inc.
This Article Nine shall not apply to any transactions with Ralcorp Holdings, Inc, a Missouri corporation or its subsidiaries, in connection with the Separation and Distribution Agreement by and among Ralcorp, the Corporation and Post Foods, LLC, a Delaware limited liability company, or any agreement or matter provided for therein or contemplated thereby.
ARTICLE TEN - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
A.Actions Involving Directors and Officers
The Corporation shall indemnify each person (other than a party plaintiff suing on his or her behalf or in the right of the Corporation) who at any time is serving or has served as a director or officer of the Corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation as a director, officer, employee, member, or agent of another corporation, partnership, joint venture, trust, trade or industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit), to the maximum extent permitted by law. Without limiting the generality of the foregoing, the Corporation shall indemnify any such person who was or is a party (other than a party plaintiff suing on his or her behalf or in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such service, against expenses (including, without limitation, attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.
B.Actions Involving Employees or Agents
1.Permissive Indemnification. The Corporation may, if it deems appropriate and as may be permitted by this Article Ten, indemnify any person (other than a party plaintiff suing on his or her own behalf or in the right of the Corporation) who at any time is serving or has served as an employee or agent of the Corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation as a director, officer, employee, member, or agent of another corporation, partnership, joint venture, trust, trade or industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit), to the maximum extent permitted by law or to such lesser extent as the Corporation, in its discretion, may deem appropriate. Without limiting the generality of the foregoing, the Corporation may indemnify any such person who was or is a party (other than a party plaintiff suing on his or her own behalf or in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such service, against expenses (including, without limitation, attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.
2.Mandatory Indemnification. To the extent that an employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section B.1 of this Article Ten, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including, without limitation, attorneys’ fees) actually and reasonably incurred by him or her in connection with the action, suite or proceeding.

C.Determination of Right to Indemnification in Certain Circumstances
Any indemnification required under Section A of this Article Ten or authorized by the Corporation in a specific case pursuant to Section B of this Article Ten (unless ordered by a court) shall be made by the Corporation unless a determination is made reasonably and promptly that indemnification of the director, officer, employee or agent is not proper under the circumstances because he or she has not met the applicable standard of conduct set forth in or established pursuant to this Article Ten. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by majority vote of the shareholders; provided that no such determination shall preclude an action brought in an appropriate court to challenge such determination.
D.Standard of Conduct
Except as may otherwise be permitted by law, no person shall be indemnified pursuant to this Article Ten (including without limitation pursuant to any agreement entered into pursuant to Section G of this Article Ten) from or on account of such person’s conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. The Corporation may (but need not) adopt a more restricted standard of conduct with respect to the indemnification of any employee or agent of the Corporation.
E.Advance Payment of Expenses
Expenses incurred by a person who is or was a director or officer of the Corporation in defending a civil or criminal action, suit, proceeding or claim shall be paid by the Corporation in advance of the final disposition of such action, suit, proceeding or claim, and expenses incurred by a person who is or was an employee or agent of the Corporation in defending a civil or criminal action, suit, proceeding or claim may be paid by the Corporation in advance of the final disposition of such action, suit, proceeding or claim as authorized by or at the direction of the Board of Directors, in either case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in or pursuant to this Article Ten.
F.Rights Not Exclusive
The indemnification and other rights provided by this Article Ten shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, and the Corporation is hereby specifically authorized to provide such indemnification and other rights by any agreement, vote of shareholders or disinterested directors or otherwise.
G.Indemnification Agreements Authorized
Without limiting the other provisions of this Article Ten, the Corporation is authorized from time to time, without further action by the shareholders of the Corporation, to enter into agreements with any director, officer, employee or agent of the Corporation providing such rights of indemnification as the Corporation may deem appropriate, up to the maximum extent permitted by law. Any agreement entered into by the Corporation with a director may be authorized by the other directors, and such authorization shall not be invalid on the basis that similar agreements may have been or may thereafter be entered into with other directors.
H.Insurance
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was otherwise serving on behalf of the Corporation in any capacity or at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, trade or industry association or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit) against any claim, liability or expense asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article Ten.
I.Certain Definitions
For the purpose of this Article Ten:
(i)Any director, officer, employee or agent of the Corporation who shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the Corporation, directly or indirectly, is or was the owner of 20% or more of the outstanding voting stock (or comparable interests), shall be deemed to be so serving at the request of the Corporation, unless the Board of Directors of the Corporation shall determine otherwise. In all other instances when any person shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, trade or industry association

or other enterprise of which the Corporation is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as a director, officer, employee or agent at the request of the Corporation, the Board of Directors of the Corporation may determine whether such service is or was at the request of the Corporation, and it shall not be necessary to show any actual or prior request for such service.
(ii)References to a corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of a constituent corporation or is or was serving at the request of a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, trade or industry association or other enterprise shall stand in the same position under the provisions of this Article Ten with respect to the resulting or surviving corporation as such person would if such person had served the resulting or surviving corporation in the same capacity.
(iii)The term “other enterprise” shall include, without limitation, employee benefit plans and voting or taking action with respect to stock or other assets therein; the term “serving at the request of the Corporation” shall include, without limitation, any service as a director, officer, employee or agent of a corporation which imposes duties on , or involves services by, a director, officer, employee or agent of the Corporation with respect to any employee benefit plan, its participants, or beneficiaries; and unless a person’s conduct in connection with an employee benefit plan is finally adjudicated to have been knowingly fraudulent, deliberately dishonest or willful misconduct, such person shall be deemed to have satisfied any standard of care required by or pursuant to this Article Ten in connection with such plan; the term “fines” shall include, without limitation, any excise taxes assessed on a person with respect to an employee benefit plan and shall also include any damages (including treble damages) and any other civil penalties.
J.Survival
The indemnification and other rights provided pursuant to this Article Ten shall apply both to action by any director, officer, employee or agent of the Corporation in an official capacity and to action in another capacity while holding such office or position and shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person. Notwithstanding any other provision in these Amended and Restated Articles of Incorporation, any indemnification rights arising under or granted pursuant to this Article Ten shall survive amendment or repeal of this Article Ten with respect to any acts or omissions occurring prior to the effective time of such amendment or repeal and persons to whom such indemnification rights are given shall be entitled to rely upon such indemnification rights with respect to such acts or omissions as a binding contract with the Corporation.
K.Liability of the Directors
It is the intention of the Corporation to limit the liability of the directors of the Corporation, in their capacity as such, whether to the Corporation, its shareholders or otherwise, to the fullest extent permitted by law. Consequently, should the GBCL or any other applicable law be amended or adopted hereafter so as to permit the elimination or limitation of such liability, the liability of the directors of the Corporation shall be so eliminated or limited without the need for amendment of these Amended and Restated Articles of Incorporation or further action on the part of the shareholders of the Corporation.
L.Amendment
This Article Ten may be amended, altered, changed or repealed only upon the affirmative vote of not less than 85% of all of the outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors voting together as a single class.
ARTICLE ELEVEN - AMENDMENT OF ARTICLES OF INCORPORATION
The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Amended and Restated Articles of Incorporation in the manner prescribed herein for amendment of such provision and if not so prescribed then in the manner now or hereafter prescribed by law and all rights and powers conferred herein on shareholders, directors and officers of the Corporation are subject to this reserved power.


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 Admission Ticket
IMPORTANT ANNUAL MEETING INFORMATION  
   
  Electronic Voting Instructions
  Available 24 hours a day, 7 days a week!
  Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
  VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
  
Proxies submitted by the Internet or telephone must be received by
1:00 a.m., Central Time, on January 26, 2017.25, 2018.
  
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Vote by Internet
• Go to www.envisionreports.com/POST
• Or scan the QR code with your smartphone
• Follow the steps outlined on the secure website
  Vote by telephone
  
• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
• Follow the instructions provided by the recorded message
Using a  black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
x 
Annual Meeting Proxy Card
6IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE6
A. Proposals — The Board of Directors recommends a vote FOR the nominees listed in Item No. 1 and FOR Item Nos. 2, and 3 and AGAINST Item Nos. 4 and 5.4.

1. Election of Directors:ForWithhold ForWithhold ForWithhold
01 – Robert E. GroteJay W. Brown¨¨02 – David W. KemperEdwin H. Callison¨¨03 – Robert V. VitaleWilliam P. Stiritz¨¨
 ForAgainstAbstain ForAgainstAbstain
2. Ratification of PricewaterhouseCoopers LLP as our
      Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2017.2018.
¨¨¨3. Advisory vote onapproval of the Company’s executive compensation.¨¨¨
        
4. Shareholder proposal concerning a report disclosing risksVote to amend and restate the Company’s Amended and Restated Articles of caged chickens.Incorporation to remove the Board’s exclusive power to amend the Company’s Bylaws.
¨

¨

¨

5. Shareholder proposal concerning an independent board chairman.¨¨¨
B. Non-Voting Items
Change of Address — Please print your new address below.
 
Comments — Please print your comments below.
 Meeting Attendance 
    
Mark the box to the right
if you plan to attend the
Annual Meeting.
¨


C. Authorized Signatures — This section must be completed for your vote to be counted — Date and Sign Below
Please sign exactly as name appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please provide your FULL title as such.

Date (mm/dd/yyyy) — Please print date belowbelow. Signature 1 — Please keep signature within the boxbox. Signature 2 — Please keep signature within the box.
 / /
    




IMPORTANT
PLEASE VOTE YOUR PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE THE EXPENSE OF ADDITIONAL MAILINGS.

IF YOU REQUIRE SPECIAL ARRANGEMENTS TO PARTICIPATE AT THIS MEETING,
PLEASE CONTACT THE COMPANY’S SHAREHOLDER SERVICES DEPARTMENT AT (314) 644-7626 PRIOR TO THE MEETING.

FOR PRE-REGISTRATION, PLEASE SIGN BELOW.
PRESENT THIS CARD AT THE ENTRANCE TO THE MEETING ROOM.

POST HOLDINGS, INC.
20172018 ANNUAL MEETING OF SHAREHOLDERS

THE RITZ-CARLTON, ST. LOUIS
100 CARONDELET PLAZA
ST. LOUIS, MISSOURI 63105
Thursday, January 26, 201725, 2018 at 9:00 a.m.
SIGNATURE

Upon arrival, please present this admission ticket and photo identification at the registration desk.

6IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.6
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PROXY/VOTING INSTRUCTION CARD — POST HOLDINGS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF POST HOLDINGS, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 26, 201725, 2018
THE RITZ-CARLTON, ST. LOUIS, 100 CARONDELET PLAZA, ST. LOUIS, MISSOURI 63105

The undersigned appoints Jeff A. Zadoks and Diedre J. Gray, and each of them, lawful attorneys and proxies of the undersigned, with power of substitution, to represent the undersigned at the Annual Meeting of Shareholders of Post Holdings, Inc., to be held on Thursday, January 26, 201725, 2018 at 9:00 a.m., local time, and at any adjournment or postponement thereof, and to vote in accordance with the instructions on the reverse side, shares of Common Stock of the Company which the undersigned is entitled to vote.

Trustee’s Authorization. The undersigned also authorizes Vanguard Fiduciary Trust Company to vote any shares of Common Stock of the Company credited to the undersigned’s account under the Post Holdings, Inc. Savings Investment Plan at the Annual Meeting of Shareholders in accordance with the instructions on the reverse side.

THE PROXIES ARE DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE AND IN THEIR DISCRETION ON ALL OTHER MATTERS COMING BEFORE THE MEETING. IF NO DIRECTION IS MADE, THE PROXIES WILL VOTE “FOR” ALL NOMINEES LISTED ON THE REVERSE SIDE AND “FOR” ITEM NOS. 2, AND 3 AND “AGAINST” ITEM NOS. 4 AND 5.4.
If you vote by telephone or the Internet, please DO NOT mail back this proxy card.
IMPORTANT-PLEASE SIGN AND DATE ON THE REVERSE SIDE.
RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE;
NO POSTAGE NECESSARY.

(Continued and to be dated and signed on reverse side.)




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IMPORTANT ANNUAL MEETING INFORMATION  
   
   
   
   
   
   
    
   
   
Using a  black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
x 
Annual Meeting Proxy Card
6FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE6
A. Proposals — The Board of Directors recommends a vote FOR the nominees listed in Item No. 1 and FOR Item Nos. 2, and 3 and AGAINST Item Nos. 4 and 5.4.

1. Election of Directors:ForWithhold ForWithhold ForWithhold
01 – Robert E. GroteJay W. Brown¨¨02 – David W. KemperEdwin H. Callison¨¨03 – Robert V. VitaleWilliam P. Stiritz¨¨
 ForAgainstAbstain ForAgainstAbstain
2. Ratification of PricewaterhouseCoopers LLP as our
      Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2017.2018.
¨¨¨3. Advisory vote onapproval of the Company’s executive compensation.¨¨¨
        
4. Shareholder proposal concerning a report disclosing risksVote to amend and restate the Company’s Amended and Restated Articles of caged chickens.Incorporation to remove the Board’s exclusive power to amend the Company’s Bylaws.
¨

¨

¨

5. Shareholder proposal concerning an independent board chairman.¨
¨

¨

B. Authorized Signatures — This section must be completed for your vote to be counted — Date and Sign Below
Please sign exactly as name appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please provide your FULL title as such.

Date (mm/dd/yyyy) — Please print date belowbelow. Signature 1 — Please keep signature within the boxbox. Signature 2 — Please keep signature within the box.
 / /
    













6PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE6
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PROXY/VOTING INSTRUCTION CARD — POST HOLDINGS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF POST HOLDINGS, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 26, 201725, 2018
THE RITZ-CARLTON, ST. LOUIS, 100 CARONDELET PLAZA, ST. LOUIS, MISSOURI 63105

The undersigned appoints Jeff A. Zadoks and Diedre J. Gray, and each of them, lawful attorneys and proxies of the undersigned, with power of substitution, to represent the undersigned at the Annual Meeting of Shareholders of Post Holdings, Inc., to be held on Thursday, January 26, 201725, 2018 at 9:00 a.m., local time, and at any adjournment or postponement thereof, and to vote in accordance with the instructions on the reverse side, shares of Common Stock of the Company which the undersigned is entitled to vote.

Trustee’s Authorization. The undersigned also authorizes Vanguard Fiduciary Trust Company to vote any shares of Common Stock of the Company credited to the undersigned’s account under the Post Holdings, Inc. Savings Investment Plan at the Annual Meeting of Shareholders in accordance with the instructions on the reverse side.

THE PROXIES ARE DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE AND IN THEIR DISCRETION ON ALL OTHER MATTERS COMING BEFORE THE MEETING. IF NO DIRECTION IS MADE, THE PROXIES WILL VOTE “FOR” ALL NOMINEES LISTED ON THE REVERSE SIDE AND “FOR” ITEM NOS. 2, AND 3 AND “AGAINST” ITEM NOS. 4 AND 5.4.
IMPORTANT-PLEASE SIGN AND DATE ON THE REVERSE SIDE.
RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE;
NO POSTAGE NECESSARY.

(Continued and to be dated and signed on reverse side.)