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37 West Broad StreetColumbus,
14, 2018
| 1. | To elect three directors, each for a term that expires in |
| 2. | To approve, by non-binding vote, the compensation of the Corporation’s named executive officers; |
| 3. | To ratify the selection of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending June 30, |
| 4. | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting. |
John B. Gerlach, Jr. | |
| Executive Chairman of the Board
| |
October 19, 2016
37 West Broad Street
Columbus,
43082
10, 2018.
| 1. | Proposal One: The election of the director nominees requires the favorable vote of a plurality of all votes cast by the holders of the Common Stock at a meeting at which a quorum is present. Broker non-votes and proxies marked “Withhold” will not be counted toward the election of directors or toward the election of individual nominees specified in the form of proxy and, thus, will have no effect on the outcome of this proposal. However, as set forth under “Corporate Governance – Majority Voting Policy in Uncontested Elections,” each director has agreed that if he or she receives more “Withheld” votes than “For” votes in an uncontested election such as this one, the director will tender his or her resignation for consideration by the Nominating and Governance Committee and the Board. |
| 2. | Proposal Two: The non-binding approval of the compensation of our named executive officers requires the favorable vote of a majority of all votes cast by the holders of the Common Stock at a meeting at which a quorum is present. Broker non-votes and abstentions will have no effect on the outcome of this proposal. |
| 3. | Proposal Three: The ratification of the Corporation’s independent registered public accounting firm for the year ending June 30, |
2021 2019 1984 to 1998 and also served as Chairman of the Board of Trustees at The Ohio State University. Mr. Sofia’s extensive leadership experience with Huntington, Sofia & Company and Business Bank of Florida, Corp. has allowed him to bring to the Board his demonstrated management ability at the executive level. Mr. Sofia has significant experience in mergers and acquisitions, treasury, capital markets and http://www.lancastercolony.com/investors/corporate-governance/governance-documents/default.aspx. directors, and that Mr. Keown, if elected, will be an independent director. 2018. Although the Board and its committees oversee risk management for the Corporation, management is responsible for the day-to-day management and mitigation of the Corporation’s risks. We believe this division of responsibility reflects the appropriate roles of the Board and management in assessing and managing risks and has no effect on the Board’s leadership structure. investors/corporate-governance/default.aspx. 2018. 2018. 2018. regardless of the original source of the candidate’s nomination. The Nominating and Governance Committee generally considers the subject of diversity as described above under “Corporate Governance – Director Qualifications.” Recommendations to the Nominating and Governance Committee from shareholders regarding candidates must be delivered to the Corporation’s Corporate Secretary no later than June 30 of the year in which such shareholder proposes that the recommended candidate stand for election. Section 2.03 of the Corporation’s Code of Regulations authorizes director nominations to be made by shareholders if the conditions specified therein are met, including the giving of advance notice and the furnishing of certain personal background information and a written statement from the proposed candidate agreeing to be identified in the Proxy Statement as a nominee and, if elected, to serve as a director. The Nominating and Governance Committee currently has not set specific, minimum qualifications or criteria for nominees that it proposes for Board membership, but evaluates the entirety of each candidate’s credentials. The Nominating and Governance Committee believes, however, that the Corporation will be best served if its directors bring to the Board a variety of experience and backgrounds and, among other things, demonstrated integrity, executive leadership and financial, marketing, technology, supply chain or business knowledge and experience. 2018. 30, 2018, except that there was one untimely report on Form 4 for Douglas A. Fell, the Vice President, Assistant Secretary and Chief Financial Officer of the Corporation, which was filed on January 26, 2018. 17, 2018: are elected annually by the Board: 18.8%.nineten members and is divided into threetwo classes of three members each.and one class of four members. The members of the three classes are elected to serve for staggered terms of three years.Each20192021 Annual Meeting of Shareholders. In the event that any of the nominees becomes unavailable to serve as a director before the Annual Meeting, the Board will designate a new nominee and the persons named as proxies will vote for that substitute nominee.2019Name Position with the Corporation Age Director Since Kenneth L. Cooke Director of the Corporation 67 2010 Alan F. Harris Director of the Corporation 62 2008 Zuheir Sofia Director of the Corporation 72 1998 Name Position with the Corporation Age Director Since Neeli Bendapudi Director of the Corporation 55 2005 William H. Carter Director of the Corporation 65 2015 Michael H. Keown Nominee 56 — 2017Name Position with the Corporation Age Director Since Robert L. Fox Director of the Corporation 67 1991 John B. Gerlach, Jr. Director, Chairman of the Board, and Chief Executive Officer of the Corporation 62 1985 Robert P. Ostryniec Director of the Corporation 55 2014 Name Position with the Corporation Age Director Since David A. Ciesinski Director, Chief Executive Officer and President of the Corporation 52 2017 Kenneth L. Cooke Director of the Corporation 69 2010 Alan F. Harris Director of the Corporation 64 2008 Zuheir Sofia Director of the Corporation 74 1998 Name Position with the Corporation Age Director Since Robert L. Fox Director of the Corporation 69 1991 John B. Gerlach, Jr. Director and Executive Chairman of the Board 64 1985 Robert P. Ostryniec Director of the Corporation 57 2014 Name Position with the Corporation Age Director Since James B. Bachmann Director of the Corporation 73 2003 Neeli Bendapudi Director of the Corporation 53 2005 William H. Carter Director of the Corporation 63 2015 Name Position with the Corporation Age Director Since James B. Bachmann Director of the Corporation 75 2003 a Director, the President and Chief Operating Officeran Executive of Intermedix Corporation, a wholly owned subsidiary of R1 RCM, Inc. Intermedix is a leading provider of technology-enabled solutions for the healthcare and emergency preparedness and response industries.industry. He has been theserved as President sinceof Intermedix from February 2015 and has served as a Director and the Chief Operating Officer since 2008.until its sale to R1 RCM, Inc. in May 2018. He also served as Executive Vice President and Chief Operating Officer from March 2008 to February 2015.2015 and as a member of the Board of Directors from March 2008 to May 2018. He served as Global Chief Information Officer of PricewaterhouseCoopers LLP (PwC)(“PwC”), a registered independent public accounting firm, from July 2001 to March 2008; and Partner PwC from July 1986 to March 2008. Mr. Cooke has over 30 years of experience in public accounting. At PwC, Mr. Cooke served in a variety of senior US and Global leadership positions specializing in tax, audit and other accounting and consulting services. Mr. Cooke also has significant experience in information technology and business process optimization as well as mergers and acquisitions and has worked with other food businesses. His current position providesand prior positions provide additional experience as an operations officer and director. The breadth and depth of Mr. Cooke’s experience enables Mr. Cooke to provide significant contributions to the Board.& CEOand Chief Executive Officer of Business Bank of Florida, Corp., a bank holding company, and as Director of Florida Business Bank, a community bank, and has held those positions since April 2007. He also currently serves as Chairman of Sofia & Company, Inc., a financial advisory firm, and has held that position since 1998. Mr. Sofia served as President, Chief Operating Officer, Director and Treasurer of Huntington Bancshares Incorporated, a bank holding company, from3 asset asset/liability management. Mr. Sofia’s attributes also include financial, strategic planning, risk management and operationoperational expertise. The depth and knowledge of Mr. Sofia’s current and past service as a director of several public and private companies and as chairman and board member of several non-profit organizations provides an invaluable expertise and insight to the Board.and has held those positions since 1997. Mr. Gerlach was also President of the Corporation from 1997 to 2016.until June 2017. Mr. Gerlach brings significant leadership and operational management experience to the Board. Mr. Gerlach has demonstrated strong executive leadership skills through over 30 years of executive officer service with the Corporation, including over 1920 years as CEO. Mr. Gerlach is the Corporation’s longest-serving director. This experience, combined with his prior service on the board of Huntington Bancshares Incorporated and numerous nonprofit organizations, provideprovides Mr. Gerlach with vast board level leadership capabilities. Perhaps most importantly, Mr. Gerlach’s significant ownership interest in the Corporation assuresensures that top leadership is directly aligned with the interests of our shareholders.currently servesretired from full-time employment in March 2017. He served as Chief Product Supply Officer for Keurig Green Mountain, Inc. and has held that position since 2013.from 2013 until March 2017. He also served as Senior Vice President for H.J. Heinz Company from 2010 to 2013; and Global Supply Chain Officer of H.J. Heinz Company from 2003 to 2013. Mr. Ostryniec has 3233 years of experience as an executive in manufacturing, purchasing, supply chain and logistics roles for publicly traded, consumer focusedconsumer-focused companies including General Electric Company, Stanley Black & Decker, Inc., H.J. Heinz Company and Keurig Green Mountain, Inc. The Board believes Mr. Ostryniec’s significant management experience, particularly in manufacturing, purchasing, supply chain and logistics, will enableenables him to provide valuable perspective and insight to the Board.James B. Bachmann has been retired from full-time employment since 2003. He served as Managing Partner of the Columbus, Ohio office of Ernst & Young LLP, a registered independent public accounting firm, from 1992 to 2003. Mr. Bachmann’s significant public company accounting and financial experience has been immensely valuable to the Corporation and to the Audit Committee. He is also a director of Abercrombie & Fitch Co. and chair of its audit committee, providing additional experience overseeing the issues that face public companies operating in retail markets.Neeli Bendapudi currently serves as Provost and Executive Vice Chancellor of the University of Kansas and has held that position since July 2016. She also served as Dean of the School of Business of the University of Kansas from July 2011 to July 2016. She also served as Professor/Associate Professor of Marketing at The Ohio State University from 1996 to 2007 and from October 2008 to July 2011; and Executive Vice President and Chief Customer Officer of Huntington National Bank from April 2007 until October 2008. Ms. Bendapudi’s extensive knowledge of marketing, brand strategies and consumer behavior provides considerable benefit in the Board’s oversight of our retail marketing strategies in the Specialty Foods segment. As an educator, Ms. Bendapudi adds to the diversity of experience the Corporation values in its leadership.William H. Carter has been retired from full-time employment since December 2015. He served as Executive Vice President and Chief Financial Officer of Hexion Inc. (formerly known as Momentive Specialty Chemicals Inc.), an international specialty chemicals and materials company, and held those positions from April 1995 to December 2015. In addition, he served as a director of Hexion Inc. from November 2001 to December 2015. Mr. Carter also served as Executive Vice President and Chief Financial Officer and a director of Momentive Performance Holdings LLC and its wholly-owned subsidiary Momentive Performance Materials Inc. from October 2010 until October 2014. Momentive Performance Materials Inc. voluntarily filed to reorganize under Chapter 11 of the U.S. Bankruptcy Code in April 2014 and emerged from the Chapter 11 reorganization in October 2014. Prior to joining Hexion Inc., Mr. Carter was a partner with Price Waterhouse LLP, which he joined in 1975. He is also a director of M/I Homes, Inc. and chair of its audit committee, providing additional experience overseeing the issues that face public companies. He currently serves on the board of trustees of the James Cancer Foundation Board. Mr. Carter’s extensive finance and accounting experience provides the Board with valuable expertise in numerous financial areas, including accounting, tax, treasury, capital markets and strategic planning.4 Committees.Committee. In addition, the Board has adopted a Corporate Governance Program that includes Corporate Governance Principles, a Code of Business Ethics, and Standards of Conduct. TheConduct and an Insider Trading Policy. Each of these documents and the charters of the Audit, Compensation and Nominating and GovernanceBoard Committees and the Corporate Governance Principles, Code of Business Ethics and Standards of Conduct are posted on the corporate governance page of the Corporation’s web site at www.lancastercolony.com.directors.20152017 Annual Meeting, of Shareholders and each of the current members of the Board is expected to attend the 20162018 Annual Meeting. The Board held a total of sevensix meetings during fiscal 2016.2018. Each director attended at least 75% of the aggregate meetings of the Board and the committees on which theyhe or she served during the period in which they were directors in fiscal 2016., currently serves as the Executive Chairman of the Board. Mr. David A. Ciesinski currently serves as the Corporation’s Chief Executive Officer (“CEO”), currently serves as the Corporation’s Chairman of the Board.. The Board believes that the Corporation and its shareholders are best served by retaining the Board’s flexibility to allocate the responsibilities of Executive Chairman of the Board and CEO in any way that is in the best interests of the Corporation at any future point in time. Adopting a policy that restricts the Board’s discretion in selecting the Chairman of the Board (as well as restricting the ability to combine the positions of Chairman and CEO) would deprive the Board of the ability to select the most qualified and appropriate individual to lead the Board as Chairman.In November 2007, the Board amended itsto provide thatrequire the Corporation shallto have a Lead Independent Director at any time during which the positions of Chairman of the Board and CEO are held by the same person. At that time,person and also permit the appointment of a Lead Independent Director at any other time. Mr. James B. Bachmann was appointed Lead Independent Director in 2007, and he continues to serve as Lead Independent Director. Upon Mr. Bachmann’s retirement at our November 2018 Annual Meeting, Mr. Harris will be appointed as Lead Independent Director. Under the amended Corporate Governance Principles, the Lead Independent Director:capacitiescapacity as Executive Chairman, and CEO, serves as a bridge between the Board and management and provides critical leadership for carrying out the Corporation’s strategic initiatives and confronting its challenges. In short, the Board believes that aan Executive Chairman who is a member of the management team and a significant shareholder is well situated to oversee and executeassess the Corporation’s strategy and business plans to maximize shareholder value. The Board believes that Board independence and oversight of management are effectively maintained through the Board’s current composition, committee system and the position of Lead Independent Director.Chief Financial Officer,CEO, CFO, Senior Vice President of Supply Chain, Director of Internal Audit, General Counsel and DirectorManager of Risk Management and Employee Benefits.Corporate Insurance. The primary responsibility of the ERM Committee is to promote the development of sound policies, procedures and practices for managing the Corporation’s material risks and to report the results of the ERM Committee’s activities to the Audit Committee. The ERM Committee provides the Audit Committee with reports on a periodic basis, and the full Board is provided an overview of key risks from various members of senior management. In addition, the Compensation Committee oversees risk requiring its expertise, such as those related to incentive compensation programs and policies.5 Board.Board and the Corporation. The Nominating and Governance Committee is responsible for periodically reviewing these Corporate Governance Principles and recommending any changes to the Board. provides in an uncontested election of directors (i.e. an election where the number of nominees does not exceed the number of directors to be elected), a nominee who receives more “Withheld” votes than “For” votes in such election is expected to promptly tender his or her resignation as a director. The Nominating and Governance Committee shall consider each tendered director resignation and recommend to the Board whether to accept or reject it. After considering the recommendation of the Nominating and Governance Committee and any other information the Board deems appropriate, and within 90 days following the certification of the election results, the Board will act to accept or reject each tendered director resignation and promptly disclose its decision.governance-documents.37 West Broad Street, Columbus,380 Polaris Parkway, Suite 400, Westerville, Ohio 43215.43082. The directors have requested that the Secretary of the Corporation act as their agent in processing any communication received. All communications that relate to matters that are within the scope of responsibilities of the Board and its committees will be forwarded to the Board of Directors. Communications relating to matters within the responsibility of one of the committees of the Board will be forwarded to the Chairperson of the appropriate committee. Communications relating to ordinary business matters are not within the scope of the Board’s responsibility and will be forwarded to the appropriate officer at the Corporation. Solicitations, advertising materials and frivolous or inappropriate communications will not be forwarded.BachmannCooke currently serves as Chairperson of the Audit Committee.Committee, succeeding Mr. Bachmann, who served in that role until January 2018. The Board has determined that each member of the Audit Committee meets Nasdaq independence requirements and that Mr.Messrs. Bachmann, the Chairperson of the Audit Committee, and Messrs. Carter and Cooke members of the Audit Committee, are “audit committee financial experts,” as defined in Item 407(d)(5) of Regulation S-K. With respect to its assessment of whether Messrs. Bachmann, Carter and Cooke are “audit committee financial experts,” the Board considered, among other things, Messrs. Bachmann, Carter and Cooke’stheir business experience and background described previously within this Proxy Statement. The Audit Committee operates pursuant to a charter that was approved by the Board in 2004 and amended in 2007 and 2010. The duties of the Audit Committee include the responsibility of reviewing financial information (both external and internal) about the Corporation and its subsidiaries so as to assure (i) that the overall audit coverage of the Corporation and its subsidiaries is satisfactory and appropriate to protect the shareholders from undue risks and (ii) that an adequate system of internal financial control has been designed and implemented throughout the Corporation and is being effectively maintained. Additionally, the Audit Committee has sole authority and direct responsibility with respect to the appointment, compensation, retention and oversight of the Corporation’s independent registered public accounting firm, or independent auditor. Also, as part of its duties, the Audit Committee has adopted procedures for receiving and acting on complaints received by the Corporation regarding accounting, internal controls and auditing issues. Such complaints should be sent to the attention of the Corporate Secretary’s Office, Lancaster Colony Corporation, 37 West Broad Street, Columbus,380 Polaris Parkway, Suite 400, Westerville, Ohio 43215.fourfive meetings during fiscal 2016.Sofia and Ms. Bendapudi.Sofia. Mr. Sofia serves as Chairperson of the Compensation Committee. It has been determined by the Board that each member of the Compensation Committee meets Nasdaq independence requirements. The Compensation Committee operates pursuant to a charter that was approved by the Board in 2004 and amended in 2008, 2010, 2013 and 2016. The duties of the Compensation Committee include: annually determining the compensation of the Chief Executive Officer and Presidentother key executives and reviewing and approving goals and objectives relevant to their activities; reviewing and approving the Chief Executive Officer’s recommendations as to the compensation to be paid other executive officers of the Corporation; reviewing and approving offers to potential executive officers to join the Corporation; reviewing and approving perquisite policies; reviewing and approving employment agreements, severance or retention plans or agreements and severance or termination payments;retaining and overseeing compensation consultants and other advisors; overseeing regulatory compliance regarding compensation matters; establishing and evaluating performance goals and the level of achievement of such goals; reviewing and offering advice regarding direct compensation, equity-based compensation and retirement pay programs; administering equity-based compensation plans and approving equity awards; reporting activities to the Board; reviewing and discussing the Compensation Discussion and Analysis with the Corporation’s management; determining whether to recommend to the Board that the Compensation Discussion and Analysis be included in the Corporation’s Annual Report on Form 10-K and Proxy Statement; preparing a Compensation Committee Report for inclusion in the Corporation’s Annual Report on Form 10-K and Proxy Statement; periodically reviewing director compensation in relation to other comparable companies and in light of other facts the Compensation Committee finds appropriate; annually reviewing the Compensation Committee charter; and annually evaluating the Compensation Committee’s performance. The charter does not provide the Compensation Committee with any delegation authority regarding its duties, except for the ability to delegate authority to approve equity awards to a subcommittee of the Compensation Committee. See the discussion below under “Compensation Discussion and Analysis” and “Compensation of Directors” for more information about the Compensation Committee’s processes and procedures. The Compensation Committee held sixfour meetings during fiscal 2016.Sofia and Ms. Bendapudi.Sofia. Mr. Fox serves as Chairperson of the Nominating and Governance Committee. It has been determined by the Board that each member of the Nominating and Governance Committee meets Nasdaq independence requirements. The Nominating and Governance Committee operates pursuant to a charter that was approved by the Board in 2004 and amended in 2005, 2010 and 2012. The duties of the Nominating and Governance Committee include identification and nominations to the Board of candidates for election as directors of the Corporation and the development and review of a set of Corporate Governance Principles. As part of its assigned duties, the Nominating and Governance Committee has reviewed the Corporate Governance Principles and found them to be acceptable in scope and application and has so reported to the Board. The Nominating and Governance Committee held four meetings during fiscal 2016.and current members of the Board.Board and independent third-party search firms. The Nominating and Governance Committee also considers the nomination of director candidates recommended by shareholders in conformance with the tests and standards outlined in the Nominating and Governance Committee’s charter and the Corporation’s Amended and Restated Code of Regulations. The Nominating and Governance Committee uses the same manner and process for evaluating every candidate for Board membership,7 threefour times during fiscal 2016.30,2016.23, 2016:Name and Address of Beneficial Owner Nature of
Beneficial Ownership Amount of
Beneficial Ownership Percent
of Class(1)John B. Gerlach, Jr.(2) Direct and indirect 8,220,273 30.0% c/o Lancaster Colony Corporation
37 West Broad Street
Columbus, Ohio 43215 Dareth A. Gerlach(3) Direct and indirect 5,919,174 21.6% c/o Lancaster Colony Corporation
37 West Broad Street
Columbus, Ohio 43215 John B. Gerlach Marital Deduction Trust A-1(2) Direct 5,737,602 20.9% c/o Lancaster Colony Corporation
37 West Broad Street
Columbus, Ohio 43215 BlackRock, Inc.(4) Direct and indirect 1,718,425 6.3% 40 East 52nd Street
New York, NY 10022 The Vanguard Group(5) Direct and indirect 1,544,693 5.6% 100 Vanguard Blvd.
Malvern, PA 19355 Name and Address of Beneficial Owner Direct and indirect 8,200,642 29.8% Direct and indirect 5,920,737 21.5% c/o Lancaster Colony Corporation
380 Polaris Parkway, Suite 400
Westerville, Ohio 43082 Direct 5,737,602 20.9% c/o Lancaster Colony Corporation
380 Polaris Parkway, Suite 400
Westerville, Ohio 43082 Direct and indirect 2,013,688 7.3% Direct and indirect 1,835,421 6.7% Direct and indirect 1,847,380 6.7% (1) Aside from John B.Mr. Gerlach, Jr., percentages based upon 27,423,875shares27,487,869 shares outstanding as of September 23, 2016.17, 2018. Percentage for John B.Mr. Gerlach Jr. is based on 27,426,636,27,507,143 shares, which include 2,761includes 19,274 shares available from vested stock appreciation rights, assuming exercise on September 23, 2016.17, 2018.8 (2) Mr. Gerlach beneficially owns 8,220,2738,200,642 shares in the aggregate. This includes: (i) 283,397255,397 shares held by Mr. Gerlach’s spouse either directly or as trustee for which Mr. Gerlach’s spouse has the sole power to vote and dispose of these shares. Mr. Gerlach disclaims beneficial ownership of all of these shares; (ii) 5,737,602 shares held by the John B. Gerlach Marital Deduction Trust A-1, of which Mr. Gerlach is trustee with no power to vote or dispose of the shares, and of which Mr. Gerlach’s mother, Dareth A. Gerlach, is the special trustee with the sole power to vote and dispose of the shares. Mr. Gerlach disclaims beneficial ownership of all of these shares; (iii) 137,430 shares held by the John B. Gerlach Taxable Trust U/A, of which Mr. Gerlach is trustee with no power to vote or dispose of the shares, and of which Mr. Gerlach’s mother, Dareth A. Gerlach, is the special trustee with the sole power to vote and dispose of the shares. Mr. Gerlach disclaims beneficial ownership of all of these shares; (iv) 372,200 shares held by Mr. Gerlach as trustee or custodian for which he has the sole power to vote and dispose of the shares. Mr. Gerlach disclaims beneficial ownership of all of these shares; (v) 360,500 shares held by a family limited partnership and general partnership, of which Mr. Gerlach is a shareholder and an officer of each. Mr. Gerlach has shared power to vote and dispose of all of these shares and disclaims beneficial ownership of 351,461 of these shares; (vi) 305,326280,326 shares held by the Gerlach Foundation Inc., a private charitable foundation for which Mr. Gerlach shares the power to vote and dispose of the shares. Mr. Gerlach disclaims beneficial ownership of all of these shares; (vii) 132,160 shares held by Lancaster Lens Inc., a private charitable foundation for which Mr. Gerlach shares the power to vote and dispose of the shares. Mr. Gerlach disclaims beneficial ownership of all of these shares; and (viii) 620,122 shares held by Lehrs, Inc., a for profit corporation that is owned by the Fox Foundation, Inc., Gerlach Foundation, Inc. and The FG Foundation. Mr.Messrs. Gerlach and Mr. Fox serve as trustees of theThe FG Foundation, which is a supporting foundation of a public charitable foundation. Mr.Messrs. Gerlach and Mr. Fox each have shared power to vote and dispose of the shares held by Lehrs, Inc., and each disclaims beneficial ownership of all of those shares.(3)(3) Includes 5,737,602 shares held by the John B. Gerlach Marital Deduction Trust A-1 and 137,430 shares held by the John B. Gerlach Taxable Trust U/A. Mr. Gerlach is trustee of these trusts with no power to vote or dispose of the shares, and Mr. Gerlach’s mother, Dareth A. Gerlach, is the special trustee with the sole power to vote or dispose of the shares, and Mr. Gerlach’s mother, Dareth A. Gerlach, is the special trustee with the sole power to vote(4) BlackRock, Inc. filed a Schedule 13G/A with the SEC on January 26, 201625, 2018 indicating that, as of December 31, 2015,2017, BlackRock, Inc. has sole voting power with respect to 1,660,2151,972,049 shares and sole dispositive power with respect to 1,718,4252,013,688 shares.(5) The Vanguard Group filed a Schedule 13G/A with the SEC on February 10, 20169, 2018 indicating that, as of December 31, 2015,2017, The Vanguard Group has sole voting power with respect to 35,36537,026 shares, sole dispositive power with respect to 1,508,8191,797,141 shares, and shared dispositive power with respect to 35,87438,280 shares.(6) State Street Corporation filed a Schedule 13G with the SEC on February 14, 2018 indicating that, as of December 31, 2017, State Street Corporation has shared dispositive power with respect to 1,847,380 shares. 23, 201617, 2018 by all executive officers and directors of the Corporation as a group, each individual director, each individual director nominee, and each named executive officer in the 20162018 Summary Compensation Table:Name of Beneficial Owner
of Class(1)James B. Bachmann 10,28811,742 shares * Neeli Bendapudi 9,01310,467 shares * William H. Carter 7132,167 shares * David A. Ciesinski 3,10822,550 shares * Kenneth L. Cooke 8,0839,537 shares * Douglas A. Fell 8,91615,143 shares * ��Robert L. Fox 1,061,4741,062,928 shares(2)(3) 3.9 % John B. Gerlach, Jr. 8,220,2738,200,642 shares(3)(2)(4) 30.029.8% Alan F. Harris 15,55817,012 shares * Michael H. Keown 0 shares * David S. Nagle 1,700 shares * Robert P. Ostryniec 2,0733,527 shares * Bruce L. Rosa86,715 shares(6)*Zuheir Sofia 9,93611,065 shares * Joseph M. Tuza 3,385 shares * All executive officers and directors as a group (12(15 persons) 8,816,0288,758,071 shares 32.131.8% *Less than 1%(1) Aside from John B.Messrs. Ciesinski, Fell, Gerlach, Jr.,Nagle and Tuza, individual percentages based upon 27,423,875shares27,487,869 shares outstanding as of September 23, 2016.17, 2018. Percentages for John B.Messrs. Ciesinski, Fell, Gerlach, Jr.Nagle and Tuza are based on 27,499,959 shares; 27,488,390 shares; 27,507,143 shares; 27,488,343 shares and 27,489,627 shares, respectively, which include the individual amounts noted in (2) below. Percentages for the group are based on 27,426,636,27,523,198 shares, which includeincludes the total amount noted in (2) below and the amount noted in (4)(7) below.(2) Includes 12,090; 521; 19,274; 474 and 1,758 shares available from vested stock appreciation rights for Messrs. Ciesinski, Fell, Gerlach, Nagle and Tuza respectively, assuming exercise on September 17, 2018. (3) Mr. Fox beneficially owns 1,061,4741,062,928 shares in the aggregate. This includes: (i) 53,273 shares held directly by Mr. Fox’s spouse. Mr. Fox disclaims beneficial ownership of all of these shares; (ii) 86,997 shares held by Mr. Fox as trustee for which he has the sole power to vote and dispose of the shares. Mr. Fox disclaims beneficial ownership of 78,398 of these shares; (iii) 57,530 shares held by the Fox Foundation Inc., a private charitable foundation for which Mr. Fox shares the power to vote and dispose of the shares. Mr. Fox disclaims beneficial ownership of all of these shares; and (iv) 620,122 shares held by Lehrs, Inc., a for profit corporation that is owned by the Fox Foundation, Inc., Gerlach Foundation, Inc. and The FG Foundation. Mr.Messrs. Fox and Mr. Gerlach serve as trustees of theThe FG Foundation, which is a supporting foundation of a public charitable foundation. Mr.Messrs. Fox and Mr. Gerlach each have shared power to vote and dispose of the shares held by Lehrs, Inc., and each disclaims beneficial ownership of all of those shares.(3)(4) See the footnote for Mr. Gerlach in the beneficial ownership table listed previously within this Proxy Statement. (4)Includes 2,761 shares available from vested stock appreciation rights, assuming exercise on September 23, 2016.(5) Includes 13,156 shares held as trustee for which Mr. Harris has the sole power to vote and dispose of these shares. (6)Includes 51,608 shares held as trustee for which Mr. Rosa has the sole power to vote and dispose of these shares.(7)(6)For purposes of this calculation, the 620,122 shares held by Lehrs, Inc. have only been counted once. 9 (7) Includes 6,328 shares beneficially owned by other executive officers not individually listed in the table. In April 2016, Mr. Rosa resigned his position as Presidentour specialty foods subsidiary, T. Marzetti Company. He retired from his position as Vice President – Developmentthe names and ages of all of the executive officers of the Corporation on June 30, 2016. In April 2016, we hired David A. Ciesinski as our Presidentindicating all positions and Chief Operating Officer ofoffices held by each such person and each person’s principal occupation or employment during the Corporation and, upon Mr. Rosa’s retirement, President of T. Marzetti Company. Both Mr. Ciesinski and Mr. Rosa are included as namedpast five years. The executive officers in this proxy statement.Name Principal Occupation Age Chief Executive Officer of the Corporation since 2017; President of the Corporation since 2016; President of T. Marzetti Company, the specialty foods subsidiary of the Corporation, since 2016 52 2016 Douglas A. Fell Chief Financial Officer, Vice President and Assistant Secretary of the Corporation since 2014; Treasurer of the Corporation from 2014 to 2018; Senior Vice President of Finance of T. Marzetti Company, the specialty foods subsidiary of the Corporation, from 2012 to 2014; Senior Vice President of Strategic Development of T. Marzetti Company from 2010 to 2012 56 2014 John B. Gerlach, Jr. Executive Chairman of the Board of the Corporation since 2017; Chairman of the Board and Chief Executive Officer of the Corporation from 1997 to 2017; President of the Corporation from 1997 to 2016 64 1982 Senior Vice President of Supply Chain of T. Marzetti Company, the specialty foods subsidiary of the Corporation, since 2017; Chief Operating Officer of Phillips Pet Food & Supply from 2014 to 2017; President, Distribution of Associated Materials from 2012 to 2014 54 2017 Senior Vice President of Retail Sales of T. Marzetti Company, the specialty foods subsidiary of the Corporation, since 2012 48 2017 Senior Vice President of Foodservice Sales of T. Marzetti Company, the specialty foods subsidiary of the Corporation, since 1999 63 2017 (1) See “Proposal One - Nomination and Election of Directors” for Mr. Ciesinski’s employment information prior to 2016. (2) Messrs. Nagle, Tuza and Tate became executive officers of the Corporation on July 1, 2017, the first day of our 2018 fiscal year. 2016,2018, we continued oura food-focused strategy that we believe will best enhanceincrease long-term shareholder value. The strategy involved continuing to organically grow our existing specialty food businesses including growth from the March 2015 acquisition of Flatout, a better-for-you branded retail product.organically. We also continue to evaluate additional acquisition opportunities that match our existing food-focused operations and anticipate continued growth from potential future acquisitions.2016,2018, we achieved the following financial outcomes from continuing operations:8%2% to $1.2 billion, including$1.223 billion.prior-yearNovember 2016 acquisition of Flatout. Excluding Flatout,Angelic Bakehouse, Inc. (“Angelic”).5%.2.2% to $572.7 million driven by pricing actions and higher volumes for frozen breads and frozen pasta.19% driven bycommodity costs, particularly eggs, and higher freight costs. Offsetting these negative factors were cost savings realized from the benefits of higher sales volumesCorporation’s lean six sigma program and pricing as well as lower material and freight costs.actions. In the prior year, we incurred a one-time charge of $17.6 million related to our withdrawal from an underfunded multiemployer pension plan. Excluding this charge, our operating income decreased $20.2 million, or 10.5%.increaseddecreased by 14%25% and 24% at the corporate level and by 12%for the combined Retail and Foodservice segments, respectively.Specialty Food business.development of the 2017 incentive plan.increaseddecreased because of higher 2016lower 2018 operating income, offset by a somewhat higheras well as an increase in the average net asset level. The annual incentive for Mr. Fell our CFO, is based on this value-added income.Sales growthValue-added income for the combined Retail and Foodservice segments also decreased because of lower 2018 operating income, as well as an increase in the average net asset level. This value-added income inis the Specialty Food business increased as compared to 2015. Both of these factors impactedbasis for the annual incentive payoutpayouts for Mr. Rosa, the former President of our T. Marzetti Company.Messrs. Ciesinski, Nagle and Tuza.19.7%17.3% and 19.4%17.1%, respectively.respectively, primarily impacted by the reduction in federal income taxes in fiscal 2018 due to the Tax Cuts and Jobs Act of 2017 (“Tax Act”).21.0%23.5%.$118.1$205.8 million and no debt.positive total shareholder return of 49.3%15.0% during fiscal 2016.2018. Shareholder returns are inclusive of $190.5$64.5 million in dividends, which represented a year-endfiscal year dividend of $2.35 per share. Three-year total shareholder return was 67.8%, including dividends, an annualized rate of $1.96 per share and a special dividend of $5.00.Gerlach, Ciesinski, Fell and Rosa)Gerlach) for fiscal 2016:2018:Salary increases Executive Pay Decisions - Increases/Decreases in Fiscal 2018 Executive Salary Annual Incentive Long-Term Incentive Total Direct Compensation Notes Mr. Ciesinski 22% 27% 12% 17% Increases based on promotion to CEO. Mr. Fell 3% -25% 9% -5% Overall decrease is the result of lower annual financial performance. Mr. Gerlach -33% 0% -100% -57% Decreases based on transition from CEO to Executive Chairman. Aggregate -10% -4% -20% -12% Overall decrease is the result of change in CEO and decrease in annual financial performance. 1%, 5% and 3%the CEO position from Mr. Gerlach to Messrs. Gerlach, Fell and Rosa during 2016, respectively. Mr. Ciesinski joinedat the Corporationbeginning of the fiscal year; andApril 2016 and was not a named executive officer in the 2015 fiscal year.Excluding Mr. Ciesinski,year-over-year financial results, which served to reduce annual incentive payouts for 2016 increased by 21.7% over those providedas described in 2015:more detail below.Similar to 2015, Mr. Gerlach did not receive an annual incentive payout for 2016 based on the discretionary judgment of the Compensation Committee.Mr. Ciesinski received a discretionary bonus for 2016 of $110,800 as determined by the judgment of the Compensation Committee.Mr. Fell’s annual incentive payout increased in 2016 by 14.7% on higher value-added income and an increase in the discretionary portion of his payout.10 Mr. Rosa’s annual incentive payout increased by 26.8% driven by higher value-added income for the Specialty Foods business, an increase in the sales growth multiplier reflecting higher sales growth in 2016 versus 2015 and an increase in his discretionary payout.The value of equity grants in 2016 varied among the named executive officer group, but were generally reflective of the outstanding financial and shareholder performance and were as follows:Mr. Gerlach received an equity grant with a total value of $500,022 in 2016, an increase of 20.7% over 2015. Prior to 2015, Mr. Gerlach had not received equity incentives due to his large ownership interest in the Corporation, but our Committee has provided grants recently to ensure he is on a similar basis as the rest of his executive team.Mr. Ciesinski received an equity grant with a value of $1,000,017. This equity grant was made upon the commencement of his employment with us in April 2016.Mr. Fell received an equity grant with a value of $249,966, an increase of 25.7% over 2015.Mr. Rosa received an equity grant with a value of $299,949, an increase of 9.6% over 2015.Total direct compensation for Messrs. Gerlach, Fell and Rosa increased 6.9%, 13.8% and 14.2%, respectively in 2016 vs. 2015.In addition, the named executive officers, with the exception of Mr. Ciesinski due to his recent hire date, each have significant equity positions and shared in the total shareholder return experienced by shareholders in fiscal 2016. Our Compensation Committee believes the above pay outcomes were appropriate in the context of the financial and shareholder return performances described above.Ourobjectiveprogram is to reward our named executive officers for their efforts in:results,results;goalsgoals; and
affecting each executive’s performance. We also engage in a general “double-check” of our executive compensation levels against amounts paid to executive officers with similar responsibilities in similarly situated companies, but we do not specifically benchmark compensation against percentiles or ranges of compensation provided by such companies.
We implemented changes to our peer group for fiscal year 2016 based upon information and recommendations provided by Pay Governance and input from management andalso worked with the Compensation Committee. Committee to redesign the annual incentive plan for implementation in fiscal 2019, as described in more detail below.
As a result, during 2016
Treehouse Foods and Amplify Snack Brands have revenues which fall outside the defined revenue scope (Treehouse above the high end of the scope measure and Amplify is below the scope measure defined above), but were included because they met the other criteria of beingSnyder’s-Lance Inc. (acquired in the Packaged Goods and Meats category and with market caps between $1 billion and $5 billion.
We also eliminated the following companies, for the following reasons from the peer group:
We anticipate further changes in the peer group givendue to the expected future disparate revenue growth rates among the current peer companies as well as future mergers and acquisition activity.
acquisitions.
| |
| • B&G Foods, Inc. | • Calavo Growers Inc. |
| • Cal-Maine Foods, Inc. | • Hain Celestial Group Inc. |
| • Hostess Brands Inc. | • J&J Snack Foods Corp. |
| • National Beverage Corp. | • Pinnacle Foods Inc. |
• Prestige Brands Holdings Inc. | • Revlon, Inc. |
| • Sanderson Farms Inc.
| • Tootsie Roll Industries, Inc. |
2018 peer group, respectively. Total enterprise value is defined as market capitalization plus long-term debt less cash.
Primary Elements of Compensation
For fiscal year 2017, we increased our continuing named executive officers’ salaries by an average of 5.04%. The amount of each named executive officer’s salary increase for fiscal year 2017, asTuza were approved by our Compensation Committee at its meeting in August 2016 and expressed as a percentage of such officer’s fiscal year 2016 salary, is as follows: Mr. Gerlach, 5.03% and Mr. Fell, 5.19%. Mr. Ciesinski’s salary for fiscal year 2017 will be $615,000. Mr. Rosa retired as of the end of fiscal 2016.
The Compensation Committee increased Mr. Fell’s salary based on his experience handling financial matters for us, his in-depth knowledge of our business, and the Compensation Committee’s and Mr. Gerlach’s satisfaction with Mr. Fell’s job performance during 2015. The Compensation Committee increased Mr. Rosa’s salary for 2016 due to their satisfaction with Mr. Rosa’s performance as President of the Specialty Foods operations, his lengthy experience as President of our Specialty Foods segment, his specific knowledge of our Specialty Foods operations and strategic plan and the Compensation Committee’s and Mr. Gerlach’s satisfaction with Mr. Rosa’s job performance during 2015.
Mr. Ciesinski’s salary for 2017 was determined by the terms of his employment agreement and by the discretion of the Compensation Committee.
2017.
Our Chief Executive Officer,long-term shareholder value. Consistent with recent years, Mr. Gerlach does not participate in our annual cash incentive program and Mr. Gerlach’s total annual cash compensation remains well below the median of our peer group. program.
Our Chief Executive Officer retains discretionary authority to modify the financial targets and raise or lower the computed incentive payment by up to 20% for Messrs. Ciesinski, Nagle and Tuza and up to 5% for Mr. Fell and up to 20% for Mr. Rosa
Mr. Fell’s
For our consolidated operations in fiscal year 2016:
We use consolidated operating income from continuing operations and average net assets as the performance metrics for Mr. Fell’s award because we believe use of these metrics is the best way to motivate him to employ our consolidated net assets efficiently.
Under the foregoing formula, Mr. Fell’s cash incentive calculation for fiscal 2016 was $329,700. For fiscal year 2016, our Chief Executive Officer and our Compensation Committee exercised discretion to modify the annual cash incentive payment to Mr. Fell by adding an additional discretionary payment of 5% to the calculated incentive payment of $329,700, resulting in a total incentive payment of $346,500. Both Mr. Gerlach and the Compensation Committee believe the additional discretionary bonus was appropriate in part to recognize Mr. Fell’s role as the Chief Financial Officer and his expertise in regards to our Specialty Foods business and key corporate financial functions.
For fiscal year 2016, Mr. Rosa received the opportunity to earn a cash incentive payment equal to 0.35%, rounded to the nearest hundred, of our Specialty Foods segment’s value-added income for fiscal year 2016. Our Compensation Committee first established 0.35% of Specialty Foods’ value-added income as the annual incentive opportunity for Mr. Rosa in 2004, and we have continued to view this as a fair annual incentive opportunity from year to year since 2004.
For Mr. Rosa, we use the following definitions and formulas to determine his financially-based annual incentive payout:
We use operating income and average net assets as the performance metrics for Mr. Rosa’s awardthese awards because we believe the use of these metrics is the best way to motivate himour named executive officers to employ the Specialty Foods segment’scombined Retail and Foodservice segments’ net assets efficiently in the generation of operating income, higher levels of which we believe ultimately results in increased long-term shareholder value..
value.
| Operating Income from Continuing Operations | - | Target Income (Pre-tax Cost of Capital times Average Net Assets) | = | Value Added Income | ||||
| $184.8 million | - | $86.3 million (18.75% x $460 million) | = | $98.5 million | ||||
Mr. Rosa’s
| Operating Income from Continuing Operations | - | Target Income (Pre-tax Cost of Capital times Average Net Assets) | = | Value Added Income | ||||
| $172.1 million | - | $82.5 million (18.75% x $440 million) | = | $89.6 million | ||||
Fell’s total incentive payment for fiscal 2018 was $268,760.
| Named Executive | # Appreciation Rights | # Restricted Shares | Grant Value (‘000s) | |||||||||
| Mr. Gerlach | 27,337 | 1,721 | $ | 500.0 | ||||||||
| Mr. Ciesinski | 47,707 | 3,108 | $ | 1,000.0 | ||||||||
| Mr. Fell | 13,669 | 860 | $ | 250.0 | ||||||||
| Mr. Rosa | 16,402 | 1,032 | $ | 300.0 | ||||||||
| Appreciation Rights | Restricted Shares | |||||||||
| Named Executive | Grant Value (‘000s) | # Rights | Grant Value (‘000s) | # Shares | Total Grant Value (‘000s) | |||||
| Mr. Ciesinski | $910.0 | 50,838 | $490.1 | 4,047 | $1,400.1 | |||||
| Mr. Fell | $195.0 | 10,894 | $105.0 | 867 | $300.0 | |||||
| Mr. Gerlach | $0.0 | — | $0.0 | — | $0.0 | |||||
| Mr. Nagle | $130.0 | 7,263 | $70.0 | 578 | $200.0 | |||||
| Mr. Tuza | $110.5 | 6,173 | $59.5 | 491 | $170.0 | |||||
27, 2023.
of restricted stock will receive dividends on the restricted stock during the vesting period, but will forfeit all unvested restricted stock upon termination of employment unless his or her employment is terminated by the Corporation without cause or by the recipient for good reason or as a result of his or her death or disability, as described in more detail in the award agreement. If at the date of grant an employee has reached the age of 63 and has at least 10 years of service with the Corporation, then a portion of the shares will vest upon the employee’s retirement as follows: one-third will vest if the employee retires after the first anniversary of the grant date but before the second anniversary of the grant date; and two-thirds will vest if the employee retires after the second anniversary of the grant date but before full vesting of the award.
Tuza represent historically appropriate awards for their positions.
essential and expected parts of any compensation program. Our benefits and risk management department is responsible for overseeing the administration of these programs. Our employee benefits programs are provided on a non-discriminatory basis to all employees. These benefits include vacation and personal time, paid holidays, medical and long and short-term disability insurance programs.
In April 2016, we entered into a change in control agreement with Mr. Ciesinski such thatCiesinski. In October 2016, we entered into a change in control agreement with Messrs. Fell and Tuza. In the event Mr. Ciesinski’sthe executive’s employment is terminated on or within 12 months following a change in control, either by usthe Corporation without cause, or by Mr. Ciesinskithe executive for good reason, Mr. Ciesinskithe executive would be entitled to a lump sum severance payment equal to the sum of: (i) accrued and unpaid salary, accrued and unpaid bonusannual incentive from any prior completed fiscal year, and a pro-rated portion of Mr. Ciesinski’s bonusthe executive’s annual incentive for the current fiscal year; (ii) three times the sum of Mr. Ciesinski’s base salary;salary plus his target level bonusannual incentive for the current fiscal year;year for Mr. Ciesinski; or two times the sum of base salary plus target level annual incentive for the current fiscal year for Messrs. Fell and Tuza; (iii) the sum of Mr. Ciesinski’sthe executive’s unvested 401(k) balance; plus two times the aggregate matching contributions payable by usthe Corporation into Mr. Ciesinski’sthe executive’s 401(k) account for the last completed calendar year; and (iv) continued health, dental, long-term disability and life insurance coverage for two years following histhe executive’s date of termination. Notwithstanding the foregoing, the change in control agreement providesagreements do not provide for any excise tax gross-up payments and provide that Mr. Ciesinski’sthe executive’s change in control payments thereunder would be reduced by the minimum amount necessary to avoid penalties under Section 4999 of the Internal Revenue Code.
Mr. Rosa had a Key Employee Severance Agreement with us, but due to his retirement in June 2016, we have no further obligations under this agreement.
In 2012, the
| Executive Officers | Share Ownership Guideline | |
| CEO and Executive Chairman (Messrs. Ciesinski and Gerlach) | 6x annual base salary | |
| CFO (Mr. Fell) | 2x annual base salary | |
| Other Named Executive Officers (Messrs. Nagle and Tuza) | 1x annual base salary | |
| Other Potential Future Named Executive Officers | 1x annual base salary | |
guideline by July 2022, five years after his appointment as an executive officer.
Accounting and Tax Considerations
Regulations
Executive Officers
The following is a list of the names and ages of all of the executive officers of the Corporation indicating all positions and offices held by each such person and each person’s principal occupation or employment during the past five years. No person other than those listed below has been chosen to become an executive officer. The executive officers are elected annually by the Board:
| Name | Principal Occupation | Age | Executive Officer Since | |||
| John B. Gerlach, Jr. | Chairman of the Board and Chief Executive Officer of the Corporation since 1997; President of the Corporation from 1997 to 2016 | 62 | 1982 | |||
| David A. Ciesinski | President and Chief Operating Officer of the Corporation since 2016; President of T. Marzetti Company, the specialty foods subsidiary of the Corporation, since 2016 | 50 | 2016 | |||
| Douglas A. Fell | Chief Financial Officer, Treasurer, Vice President and Assistant Secretary of the Corporation since 2014; Senior Vice President of Finance of T. Marzetti Company, the specialty foods subsidiary of the Corporation, from 2012 to 2014; Senior Vice President of Strategic Development of T. Marzetti Company from 2010 to 2012 | 54 | 2014 |
In addition, Bruce L. Rosa, a former executive officer who served as President of T. Marzetti Company until April 18, 2016 and Vice President-Development of the Corporation until his retirement on June 30, 2016, is disclosed as a named executive officer in this proxy statement.
The following tables and narratives provide descriptions of the compensation paid by us for the fiscal year ended June 30, 2016, to Messrs. Gerlach, Ciesinski, Fell and Rosa, our named executive officers during the 2016 fiscal year.
20162018 Summary Compensation Table
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| Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | ||||||||||||||||||||||||||
$(1) | $ | $(2) | $(3) | $(4) | $ | $ | $ | ||||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||||||||||||||
David A. Ciesinski, President and Chief Executive Officer and President, T. Marzetti Company(5) | 2018 | $ | 750,000 | $ | — | $ | 490,051 | $ | 910,000 | $ | 563,500 | $ | — | $ | 18,066 | (6) | $ | 2,731,617 | |||||||||||||||||
| 2017 | $ | 615,000 | $ | — | $ | 437,491 | $ | 812,501 | $ | 445,480 | $ | — | $ | 41,835 | $ | 2,352,307 | |||||||||||||||||||
| 2016 | $ | 100,000 | $ | 110,800 | $ | 350,023 | $ | 649,994 | $ | — | $ | — | $ | 50,100 | $ | 1,260,917 | |||||||||||||||||||
Douglas A. Fell, Vice President and Chief Financial Officer | 2018 | $ | 417,000 | $ | — | $ | 104,985 | $ | 195,003 | $ | 268,760 | $ | — | $ | 11,045 | (7) | $ | 996,793 | |||||||||||||||||
| 2017 | $ | 405,000 | $ | — | $ | 96,298 | $ | 178,748 | $ | 357,000 | $ | — | $ | 9,912 | $ | 1,046,958 | |||||||||||||||||||
| 2016 | $ | 385,000 | $ | 16,800 | $ | 87,462 | $ | 162,504 | $ | 329,700 | $ | — | $ | 18,546 | $ | 1,000,012 | |||||||||||||||||||
John B. Gerlach, Jr., Executive Chairman of the Board(8) | 2018 | $ | 700,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 17,398 | (9) | $ | 717,398 | |||||||||||||||||
| 2017 | $ | 1,044,000 | $ | — | $ | 210,018 | $ | 389,996 | $ | — | $ | — | $ | 14,453 | $ | 1,658,467 | |||||||||||||||||||
| 2016 | $ | 994,000 | $ | — | $ | 175,026 | $ | 324,996 | $ | — | $ | — | $ | 18,836 | $ | 1,512,858 | |||||||||||||||||||
David S. Nagle, Senior Vice President of Supply Chain, T. Marzetti Company(10) | 2018 | $ | 344,250 | $ | 7,888 | $ | 69,990 | $ | 130,008 | $ | 112,680 | $ | — | $ | 103,222 | (11) | $ | 768,038 | |||||||||||||||||
Joseph M. Tuza, Senior Vice President of Retail Sales, T. Marzetti Company(10) | 2018 | $ | 324,922 | $ | — | $ | 59,455 | $ | 110,497 | $ | 131,460 | $ | — | $ | 8,226 | (12) | $ | 634,560 | |||||||||||||||||
| (1) | The amounts shown in this column represent salary earned in each fiscal year. The amounts shown in this column for |
| The amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718, of the restricted stock granted during the reported years. The assumptions used in determining these valuations are the same as those used in our financial statements. For fiscal |
| (3) | The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of the stock-settled stock appreciation rights granted during the reported years. The assumptions used in determining these valuations are the same as those used in our financial statements. For fiscal |
| (4) | The amounts shown in this column for |
| (5) | Mr. Ciesinski was appointed Chief Executive Officer of the Corporation on July 1, 2017 and President of the Corporation and President of T. Marzetti Company on April 18, 2016. |
| (6) | This amount consists of (A) $1,200 in life insurance premium payments, and (B) |
| (7) | This amount consists of (A) $1,200 in life insurance premium payments, and (B) $9,845 of perquisites and other personal benefits in the aggregate consisting of (i) matching contributions to our 401(k) Savings Plan, (ii) payment of travel insurance premiums, and (iii) dividends on unvested restricted stock. |
| (8) | Mr. Gerlach was appointed Executive Chairman of the Board on July 1, 2017. |
| (9) | This amount consists of (A) $1,200 in life insurance premium payments, and (B) $16,198 of perquisites and other personal benefits in the aggregate consisting of (i) matching contributions to our 401(k) Savings Plan, (ii) payment of travel insurance premiums, (iii) dividends on unvested restricted stock, and (iv) payment of business-related professional and filing fees. |
| (10) |
| (11) | This amount consists of (A) |
| (12) | This amount consists of (A) |
20162018 Grants of Plan-Based Awards Table
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2018.
| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | ||||||||||||||||||||||||||
| Threshold | Target | Maximum | Threshold | Target | Maximum | ||||||||||||||||||||||||||||
| ($) | ($)(1) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | ($) | ||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | ||||||||||||||||||||||
| David A. Ciesinski | — | $ | — | $ | 750,000 | $ | — | — | — | — | — | — | — | $ | — | ||||||||||||||||||
| 2/27/18 | $ | — | $ | — | $ | — | — | — | — | 4,047(2) | — | — | $ | 490,051 | |||||||||||||||||||
| 2/27/18 | $ | — | $ | — | $ | — | — | — | — | — | 50,838(3) | $121.09 | $ | 910,000 | |||||||||||||||||||
| Douglas A. Fell | — | $ | — | $ | 357,000 | $ | — | — | — | — | — | — | — | $ | — | ||||||||||||||||||
| 2/27/18 | $ | — | $ | — | $ | — | — | — | — | 867(2) | — | — | $ | 104,985 | |||||||||||||||||||
| 2/27/18 | $ | — | $ | — | $ | — | — | — | — | — | 10,894(3) | $121.09 | $ | 195,003 | |||||||||||||||||||
| John B. Gerlach, Jr. | — | $ | — | $ | — | $ | — | — | — | — | — | — | — | $ | — | ||||||||||||||||||
| David S. Nagle | — | $ | — | $ | 134,000 | $ | — | — | — | — | — | — | — | $ | — | ||||||||||||||||||
| 2/27/18 | $ | — | $ | — | $ | — | — | — | — | 578(2) | — | — | $ | 69,990 | |||||||||||||||||||
| 2/27/18 | $ | — | $ | — | $ | — | — | — | — | — | 7,263(3) | $121.09 | $ | 130,008 | |||||||||||||||||||
| Joseph M. Tuza | — | $ | — | $ | 156,000 | $ | — | — | — | — | — | — | — | $ | — | ||||||||||||||||||
| 2/27/18 | $ | — | $ | — | $ | — | — | — | — | 491(2) | — | — | $ | 59,455 | |||||||||||||||||||
| 2/27/18 | $ | — | $ | — | $ | — | — | — | — | — | 6,173(3) | $121.09 | $ | 110,497 | |||||||||||||||||||
| (1) | As we described in “Compensation Discussion and Analysis” above, under our annual cash incentive program, |
| (2) | These amounts represent shares of restricted stock that were granted on February |
| (3) |
These amounts represent stock-settled stock appreciation rights that were granted on February |
| Option Awards | Stock Awards | |||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||
| John B. Gerlach, Jr. | 8,915(1) — — — | 17,831(1) 27,337(3) — — |
| — — — — | $ 91.13 $101.70 — — | Feb. 24, 2020 Feb. 23, 2021 — — | — — 1,627(5) 1,721(7) |
| — — $207,621 $219,617 | — — — — | — — — — | |||||||
| 8,915 | 45,168
| 3,348 | $427,238 | |||||||||||||||
| David A. Ciesinski | — — | 47,707(4) — | — — | $112.62 — | Apr. 18, 2021 — | — 3,108(8) | — $396,612 | — —
| — —
| |||||||||
| Douglas A. Fell | — — — — — — | 1,248(2) 8,574(1) 13,669(3) — — — |
| — — — — | $ 89.29 $ 91.13 $101.70 — — | Feb. 25, 2019 Feb. 24, 2020 Feb. 23, 2021 — — | — — — 265(6) 780(5) 860(7) |
| — — — $ 33,817 $ 99,536 $109,745 | — — — — — — | — — — — — — | |||||||
23,491
| 1,905 | $243,098 | ||||||||||||||||
| Bruce L. Rosa | — — — — — — | 4,800(2) 11,787(1) 16,402(3) — — — |
| — — — — — — | $ 89.29 $ 91.13 $101.70 — — — | Feb. 25, 2019 Feb. 24, 2020 Feb. 23, 2021 — — — | — — — 1,030(6) 1,075(5) 1,032(7) |
| — — — $131,438 $137,181 $131,694 | — — — — — — | — — — — — — | |||||||
| 32,989 | 3,137 | $400,313 | ||||||||||||||||
2018.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||
| David A. Ciesinski | 31,804 | (1) | 15,903 | (1) | — | $112.62 | Apr 18, 2021 | — | — | — | — | |||||||||||||||||||
| 12,213 | (2) | 24,427 | (2) | — | $135.06 | Feb 21, 2022 | — | — | — | — | ||||||||||||||||||||
| 3,381 | (3) | 6,763 | (3) | — | $122.62 | Jun 30, 2022 | — | — | — | — | ||||||||||||||||||||
| — | 50,838 | (4) | — | $121.09 | Feb 27, 2023 | — | — | — | — | |||||||||||||||||||||
| — | — | — | — | — | 3,108 | (5) | $430,209 | — | — | |||||||||||||||||||||
| — | — | ��� | — | — | 2,591 | (6) | $358,646 | — | — | |||||||||||||||||||||
| — | — | — | — | — | 714 | (7) | $98,832 | — | — | |||||||||||||||||||||
| — | — | — | — | — | 4,047 | (8) | $560,186 | — | — | |||||||||||||||||||||
| 47,398 | 97,931 | 10,460 | $1,447,873 | |||||||||||||||||||||||||||
| Douglas A. Fell | 8,574 | (9) | — | — | $91.13 | Feb 24, 2020 | — | — | — | — | ||||||||||||||||||||
| 9,112 | (10) | 4,557 | (10) | — | $101.70 | Feb 23, 2021 | — | — | — | — | ||||||||||||||||||||
| 3,358 | (2) | 6,718 | (2) | — | $135.06 | Feb 21, 2022 | — | — | — | — | ||||||||||||||||||||
| — | 10,894 | (4) | — | $121.09 | Feb 27, 2023 | — | — | — | — | |||||||||||||||||||||
| — | — | — | — | — | 860 | (11) | $119,041 | — | — | |||||||||||||||||||||
| — | — | — | — | — | 713 | (6) | $98,693 | — | — | |||||||||||||||||||||
| — | — | — | — | — | 867 | (8) | $120,010 | — | — | |||||||||||||||||||||
| 21,044 | 22,169 | 2,440 | $337,744 | |||||||||||||||||||||||||||
| John B. Gerlach, Jr. | 26,746 | (9) | — | — | $91.13 | Feb 24, 2020 | — | — | — | — | ||||||||||||||||||||
| 18,224 | (10) | 9,113 | (10) | — | $101.70 | Feb 23, 2021 | — | — | — | — | ||||||||||||||||||||
| 7,328 | (2) | 14,656 | (2) | — | $135.06 | Feb 21, 2022 | — | — | — | — | ||||||||||||||||||||
| — | — | — | — | — | 1,721 | (11) | $238,221 | — | — | |||||||||||||||||||||
| — | — | — | — | — | 1,555 | (6) | $215,243 | — | — | |||||||||||||||||||||
| 52,298 | 23,769 | 3,276 | $453,464 | |||||||||||||||||||||||||||
| David S. Nagle | 3,053 | (2) | 6,107 | (2) | — | $135.06 | Feb 21, 2022 | — | — | — | — | |||||||||||||||||||
| — | 7,263 | (4) | — | $121.09 | Feb 27, 2023 | — | — | — | — | |||||||||||||||||||||
| — | — | — | — | — | 648 | (6) | $89,696 | — | — | |||||||||||||||||||||
| — | — | — | — | — | 578 | (8) | $80,007 | — | — | |||||||||||||||||||||
| 3,053 | 13,370 | 1,226 | $169,703 | |||||||||||||||||||||||||||
| Joseph M. Tuza | 1,073 | (9) | — | — | $91.13 | Feb 24, 2020 | — | — | — | — | ||||||||||||||||||||
| 2,733 | (10) | 2,735 | (10) | — | $101.70 | Feb 23, 2021 | — | — | — | — | ||||||||||||||||||||
| 1,954 | (2) | 3,908 | (2) | — | $135.06 | Feb 21, 2022 | — | — | — | — | ||||||||||||||||||||
| — | 6,173 | (4) | — | $121.09 | Feb 27, 2023 | — | — | — | — | |||||||||||||||||||||
| — | — | — | — | — | 516 | (11) | $71,425 | — | — | |||||||||||||||||||||
| — | — | — | — | — | 415 | (6) | $57,444 | — | — | |||||||||||||||||||||
| — | — | — | — | — | 491 | (8) | $67,964 | — | — | |||||||||||||||||||||
| 5,760 | 12,816 | 1,422 | $196,833 | |||||||||||||||||||||||||||
| (1) | These stock-settled stock appreciation rights were granted on April 18, 2016 pursuant to our 2015 Omnibus Incentive Plan. The stock-settled stock appreciation rights vest ratably over a three-year period beginning on April 18, 2017, can be exercised for up to five years from the date of grant and are expected to fully vest on April 18, 2019. |
| (2) | These stock-settled stock appreciation rights were granted on February 21, 2017 pursuant to our 2015 Omnibus Incentive Plan. The stock-settled stock appreciation rights vest ratably over a three-year period beginning on February 21, 2018, can be exercised for up to five years from the date of grant and are expected to fully vest on February 21, 2020. |
| (3) | These stock-settled stock appreciation rights were granted on June 30, 2017 pursuant to our 2015 Omnibus Incentive Plan. The stock-settled stock appreciation rights vest ratably over a three-year period beginning on June 30, 2018, can be exercised for up to five years from the date of grant and are expected to fully vest on June 30, 2020. |
| (4) | These stock-settled stock appreciation rights were granted on February 27, 2018 pursuant to our 2015 Omnibus Incentive Plan. The stock-settled stock appreciation rights vest ratably over a three-year period beginning on February 27, 2019, can be exercised for up to five years from the date of grant and are expected to fully vest on February 27, 2021. |
| (5) | These shares of restricted stock were granted on April 18, 2016 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on April 18, 2019. |
| (6) | These shares of restricted stock were granted on February 21, 2017 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on February 21, 2020. |
| (7) | These shares of restricted stock were granted on June 30, 2017 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on June 30, 2020. |
| (8) | These shares of restricted stock were granted on February 27, 2018 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on February 27, 2021. |
| (9) | These stock-settled stock appreciation rights were granted on February 24, 2015 pursuant to our Amended and Restated 2005 Stock Plan. The stock-settled stock appreciation rights |
| These stock-settled stock appreciation rights were granted on February 23, 2016 pursuant to our 2015 Omnibus Incentive Plan. The stock-settled stock appreciation rights vest ratably over a three-year period beginning on February 23, 2017, can be exercised for up to five years from the date of grant and are expected to fully vest on February 23, 2019. |
| These shares of restricted stock were granted on February 23, 2016 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on February 23, 2019. |
20162018 Option Exercises and Stock Vested Table
| Option Awards | Stock Awards | |||||||||||||||
| Name | Number of Shares Acquired on | Value Realized on Exercise ($) | Number of Shares Acquired on | Value Realized on Vesting ($) | ||||||||||||
| (a) | (b)(1) | (c)(1) | (d)(2) | (e)(2) | ||||||||||||
| John B. Gerlach, Jr. | — | — | — | — | ||||||||||||
| David A. Ciesinski | — | — | — | — | ||||||||||||
| Douglas A. Fell | 3,086 | (3) | $ | 365,700 | 225 | (3) | $ | 22,784 | ||||||||
| Bruce L. Rosa | 4,976 | (3) | $ | 555,322 | 935 | (3)(4) | $ | 95,704 | ||||||||
| Option Awards | Stock Awards | |||||||||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||
| (a) | (b)(1) | (c)(1) | (d)(2) | (e)(2) | ||||||||||||
| David A. Ciesinski | — | — | — | — | ||||||||||||
| Douglas A. Fell | 387 | (3) | $ | 50,109 | 780 | (3) | $ | 93,967 | ||||||||
| John B. Gerlach, Jr. | — | — | 1,627 | (3) | $ | 196,005 | ||||||||||
| David S. Nagle | — | — | — | — | ||||||||||||
| Joseph M. Tuza | — | — | 195 | (3) | $ | 23,492 | ||||||||||
| (1) | The amounts reported in columns (b) and (c) reflect the exercise during fiscal |
| (2) | The amounts reported in columns (d) and (e) reflect the vesting during fiscal |
| (3) | Shares reported reflect gross shares before tax settlement. Shares were withheld sufficient to cover the applicable taxes due upon exercise or vesting. |
2016
2016
| Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate ($)(2) | Aggregate Withdrawals/ ($) | Aggregate Balance at Last FYE ($)(3) | |||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||
| John B. Gerlach, Jr. | $ | 25,543 | — | $ | 21,567 | — | $ | 667,405 | ||||||||||||
| David A. Ciesinski | — | — | — | — | — | |||||||||||||||
| Douglas A. Fell | $ | 44,870 | — | $ | 13,326 | — | $ | 427,281 | ||||||||||||
| Bruce L. Rosa | $ | 12,500 | — | $ | 12,930 | — | $ | 398,866 | ||||||||||||
| Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | |||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||
| David A. Ciesinski | $ | 25,000 | — | $ | 292 | — | $ | 25,292 | ||||||||||
| Douglas A. Fell | $ | 49,000 | — | $ | 22,853 | — | $ | 563,667 | ||||||||||
| John B. Gerlach, Jr. | $ | 25,000 | — | $ | 32,292 | — | $ | 774,580 | ||||||||||
| David S. Nagle | — | — | — | — | — | |||||||||||||
| Joseph M. Tuza | — | — | — | — | — | |||||||||||||
| (1) | The amounts reported for our named executive officers in this column are fully reported as part of the salary for each named executive officer in column (c) of the |
| (2) | None of the amounts reported for our named executive officers in this column are reported in the |
| (3) | The following amounts reported for our named executive officers in this column have been previously reported as compensation in our “Summary Compensation Table” included in prior years’ proxy statements: Mr. |
Employment Agreements
During fiscal year 2016, we
Key Employee Change in Control Agreements
In April 2016, we entered into a change in control agreement with Mr. Ciesinski that provides for him to receive certain cash payments and other benefits if his employment is terminated with usthe Corporation after a change in control. The terms “cause,” “good reason” and “change in control” are defined under this agreement.these agreements. Cause
24 months. Unvested stock appreciation rights granted under the 2015 Omnibus Incentive Plan will vest upon a change in control in a pro rata amount based upon the length of time within the vesting period that has lapsed prior to the change in control. Fees Earned or Paid in Cash ($)(1) Stock Awards ($)(2) All Other Compensation ($)(3) Total ($) $95,000. Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Respectfully submitted, 2018. Respectfully submitted, http://www.lancastercolony.com/investors/corporate-governance/governance-documents/default.aspx. 14, 2018 By Order of the Board of Directors, Upon a change in control, all unvested restricted stock and stock-settled stock appreciation rights granted to our named executive officers under our Amended and Restated 2005 Stock Plan that are not assumed by the surviving company will vest in full. 25 However, unvestedUnvested stock-settled stock appreciation rights granted to our named executive officers under our equity incentive plans are notonly subject to accelerated vesting. Such unvestedvesting upon death for grants that were granted beginning in calendar 2018. Unvested stock-settled stock appreciation rights granted prior to this date are forfeited to the Corporation for no consideration upon the death or disability of a named executive officer unless the named executive officer is retirement-eligible.20162018 and the price per share of our common shares equals $127.61,$138.42, which was the closing price of our common shares on June 30, 2016,2018, as reported on the Nasdaq Global Select Market. Actual amounts we may pay to any named executive officer upon termination of employment, however, can only be determined at the time of such named executive officer’s actual termination.John B. Gerlach, Jr. The following table shows the potential payments upon termination under various circumstances for John B. Gerlach, Jr., our Chairman of the Board and Chief Executive Officer.Benefits and Payments Upon Termination Retirement on 06/30/16 Termination Without Cause or for Good Reason on 06/30/16 Termination for Cause or Without Good Reason on 06/30/16 Termination Subsequent to a Change in Control on 06/30/16 Termination by Death on 06/30/16 Termination by Disability on 06/30/16 Compensation: Salary(1) $0 $0 $0 $0 $0 $0 Annual cash incentive compensation $0 $0 $0 $0 $0 $0 Base salary and average annual incentive compensation lump sum $0 $0 $0 $0 $0 $0 Restricted stock(3) $0 $219,617 $0 $427,238 $427,238 $427,238 Stock Appreciation Rights(3) $0 $708,236 $0 $1,054,186 $0 $0 Employee Stock Ownership Plan $1,983,552 $1,983,552 $1,983,552 $1,983,552 $1,983,552 $1,983,552 Deferred Compensation Plan $667,405 $667,405 $667,405 $667,405 $667,405 $667,405 Benefits and Perquisites: Health, disability and life insurance $0 $0 $0 $0 $150,000 $150,000(4) Total $2,650,957 $3,578,810 $2,650,957 $4,132,381 $3,228,195 $3,228,195 OperatingExecutive Officer and President of our specialty foods subsidiary, T. Marzetti Company.Benefits and Payments Upon Termination Retirement on 06/30/16 Termination Without Cause or for Good Reason on 06/30/16 Termination for Cause or Without Good Reason on 06/30/16 Termination Subsequent to a Change in Control on 06/30/16 Termination by Death on 06/30/16 Termination by Disability on 06/30/16 Compensation: Salary(1) $0 $0 $0 $0 $0 $0 Annual cash incentive compensation $0 $0 $0 $0 $0 $0 Base salary and average annual incentive compensation lump sum(2) $0 $1,080,000 $0 $2,280,000 $0 $0 Restricted stock $0 $396,612 $0 $396,612 $396,612 $396,612 Stock Appreciation Rights $0 $715,126 $0 $79,373 $0 $0 Employee Stock Ownership Plan $0 $0 $0 $0 $0 $0 Deferred Compensation Plan $0 $0 $0 $0 $0 $0 Benefits and Perquisites: Health, disability and life insurance $0 $0 $0 $42,912 $150,000 $150,000(4) Total $0 $2,191,738 $0 $2,798,897 $546,612 $546,612 26 Retirement on Termination Without Cause or for Good Reason on Termination for Cause or Without Good Reason on Termination Subsequent to a Change in Control on Termination by Death on Termination by Disability on Benefits and Payments Upon Termination 06/30/2018 06/30/2018 06/30/2018 06/30/2018 06/30/2018 06/30/2018 Compensation: $ — $ — $ — $ — $ — $ — Annual cash incentive compensation $ — $ — $ — $ — $ — $ — $ — $ 1,350,000 $ — $ 4,500,000 $ — $ — $ — $ 1,447,873 $ — $ 1,447,873 $ 1,447,873 $ 1,447,873 $ — $ 2,394,943 $ — $ 1,094,764 $ 880,905 $ — Employee stock ownership plan $ — $ — $ — $ — $ — $ — Deferred compensation plan $ 25,292 $ 25,292 $ 25,292 $ 25,292 $ 25,292 $ 25,292 401(k) $ — $ — $ — $ — $ — $ — Benefits and Perquisites: $ — $ — $ — $ 58,282 $ 150,000 $ 150,000 Total $ 25,292 $ 5,218,108 $ 25,292 $ 7,126,211 $ 2,504,070 $ 1,623,165 Treasurer, Vice President, Assistant Secretary and Chief Financial Officer.Benefits and Payments Upon Termination Retirement on 06/30/16 Termination Without Cause or for Good Reason on 06/30/16 Termination for Cause or Without Good Reason on 06/30/16 Termination Subsequent to a Change in Control on 06/30/16 Termination by Death on 06/30/16 Termination by Disability on 06/30/16 Compensation: Salary(1) $0 $0 $0 $0 $0 $0 Annual cash incentive compensation $0 $0 $0 $0 $0 $0 Base salary and average annual incentive compensation lump sum $0 $0 $0 $0 $0 $0 Restricted stock(3) $0 $109,745 $0 $243,098 $243,098 $243,098 Stock Appreciation Rights(3) $0 $354,118 $0 $399,802 $0 $0 Employee Stock Ownership Plan $164,501 $164,501 $164,501 $164,501 $164,501 $164,501 Deferred Compensation Plan $427,281 $427,281 $427,281 $427,281 $427,281 $427,281 Benefits and Perquisites: Health, disability and life insurance $0 $0 $0 $0 $150,000 $150,000(4) Total $591,782 $1,055,645 $591,782 $1,234,682 $984,880 $984,880 Retirement on Termination Without Cause or for Good Reason on Termination for Cause or Without Good Reason on Termination Subsequent to a Change in Control on Termination by Death on Termination by Disability on Benefits and Payments Upon Termination 06/30/2018 06/30/2018 06/30/2018 06/30/2018 06/30/2018 06/30/2018 Compensation: $ — $ — $ — $ — $ — $ — Annual cash incentive compensation $ — $ — $ — $ — $ — $ �� $ — $ — $ — $ 1,548,000 $ — $ — $ — $ 337,744 $ — $ 337,744 $ 337,744 $ 337,744 $ — $ 1,129,784 $ — $ 831,627 $ 188,666 $ — Employee stock ownership plan $ 183,244 $ 183,244 $ 183,244 $ 183,244 $ 183,244 $ 183,244 Deferred compensation plan $ 563,667 $ 563,667 $ 563,667 $ 563,667 $ 563,667 $ 563,667 $ — $ — $ — $ 9,456 $ — $ — Benefits and Perquisites: $ — $ — $ — $ 56,606 $ 150,000 $ 150,000 Total $ 746,911 $ 2,214,439 $ 746,911 $ 3,530,344 $ 1,423,321 $ 1,234,655 Retirement on Termination Without Cause or for Good Reason on Termination for Cause or Without Good Reason on Termination Subsequent to a Change in Control on Termination by Death on Termination by Disability on Benefits and Payments Upon Termination 06/30/2018 06/30/2018 06/30/2018 06/30/2018 06/30/2018 06/30/2018 Compensation: $ — $ — $ — $ — $ — $ — Annual cash incentive compensation $ — $ — $ — $ — $ — $ — Base salary and average annual incentive compensation lump sum $ — $ — $ — $ — $ — $ — $ — $ 453,464 $ — $ 453,464 $ 453,464 $ 453,464 $ — $ 2,342,205 $ — $ 2,078,238 $ — $ — Employee stock ownership plan $ 2,209,552 $ 2,209,552 $ 2,209,552 $ 2,209,552 $ 2,209,552 $ 2,209,552 Deferred compensation plan $ 774,580 $ 774,580 $ 774,580 $ 774,580 $ 774,580 $ 774,580 401(k) $ — $ — $ — $ — $ — $ — Benefits and Perquisites: Health, disability and life insurance $ — $ — $ — $ — $ 150,000 $ 150,000 Total $ 2,984,132 $ 5,779,801 $ 2,984,132 $ 5,515,834 $ 3,587,596 $ 3,587,596 Retirement on Termination Without Cause or for Good Reason on Termination for Cause or Without Good Reason on Termination Subsequent to a Change in Control on Termination by Death on Termination by Disability on Benefits and Payments Upon Termination 06/30/2018 06/30/2018 06/30/2018 06/30/2018 06/30/2018 06/30/2018 Compensation: $ — $ — $ — $ — $ — $ — Annual cash incentive compensation $ — $ — $ — $ — $ — $ — Base salary and average annual incentive compensation lump sum $ — $ — $ — $ — $ — $ — $ — $ 169,703 $ — $ 169,703 $ 169,703 $ 169,703 $ — $ 156,553 $ — $ 27,546 $ 125,824 $ — Employee stock ownership plan $ — $ — $ — $ — $ — $ — Deferred compensation plan $ — $ — $ — $ — $ — $ — 401(k) $ — $ — $ — $ — $ — $ — Benefits and Perquisites: Health, disability and life insurance $ — $ — $ — $ — $ 150,000 $ 150,000 Total $ — $ 326,256 $ — $ 197,249 $ 445,527 $ 319,703 Retirement on Termination Without Cause or for Good Reason on Termination for Cause or Without Good Reason on Termination Subsequent to a Change in Control on Termination by Death on Termination by Disability on Benefits and Payments Upon Termination 06/30/2018 06/30/2018 06/30/2018 06/30/2018 06/30/2018 06/30/2018 Compensation: $ — $ — $ — $ — $ — $ — Annual cash incentive compensation $ — $ — $ — $ — $ — $ — $ — $ — $ — $ 965,014 $ — $ — $ — $ 196,833 $ — $ 196,833 $ 196,833 $ 196,833 $ — $ 377,887 $ — $ 227,286 $ 106,860 $ — Employee stock ownership plan $ — $ — $ — $ — $ — $ — Deferred compensation plan $ — $ — $ — $ — $ — $ — $ — $ — $ — $ 8,056 $ — $ — Benefits and Perquisites: $ — $ — $ — $ 50,080 $ 150,000 $ 150,000 Total $ — $ 574,720 $ — $ 1,447,269 $ 453,693 $ 346,833 (1) Assumes, as of June 30, 2016,2018, the amount of base salary payable to the named executive officers for services rendered during fiscal year 20162018 has been paid.(2) For a termination without cause or for good reason, this amount is equal to the sum of Mr. Ciesinski’s base salary ($ 600,000) and Mr. Ciesinski’s target level bonus750,000) plus 80% of his base salary for the current fiscal year ($480,000)600,000) in lieu of any other unpaid bonus at the time of termination, for a total of $1,350,000, pursuant to his Employment Agreement discussed above. For a termination subsequent to a change in control, this amount is equal to three times the sum of three times Mr. Ciesinski’s base salary ($1,800,000) and Mr. Ciesinski’s750,000) plus his target level bonusannual incentive for the current fiscal year ($480,000)750,000), for a total of $4,500,000, pursuant to his EmploymentChange in Control Agreement discussed above.(3) Upon a termination by the Corporation without cause or by the grantee for good reason, unvested restricted stock awards and stock appreciation rights vest in full under the 2015 Omnibus Incentive Plan but are forfeited under the Amended and Restated 2005 Stock Plan.(4) For a termination subsequent to a change in control, this amount is equal to the estimated cost of continued health, dental, long-term disability and life insurance coverage for two years following the date of termination. (5) These amounts reflect an assumption that the officer will receive the maximum available disability payment. Bruce L. Rosa.(6) For a termination subsequent to a change in control, this amount is equal to two times the sum of Mr. Fell’s base salary ($417,000) plus his target level annual incentive for the current fiscal year ($357,000), for a total of $1,548,000, pursuant to his Change in Control Agreement discussed above. (7) For a termination subsequent to a change in control, this amount is equal to two times the aggregate matching contributions payable into the officer’s 401(k) account for the last completed calendar year. (8) For a termination subsequent to a change in control, this amount is equal to two times the sum of Mr. Tuza’s base salary ($326,507) plus his target level annual incentive for the current fiscal year ($156,000), for a total of $965,014, pursuant to his Change in Control Agreement discussed above. Rosa resigned his position as PresidentCiesinski, our CEO, with the total compensation of the median employee for fiscal 2018. In doing so, we annualized the compensation of all full-time and part-time employees. The compensation of our specialty foods subsidiary, T. Marzetti Company,median employee, a worker in one of our manufacturing plants, was determined as of April 30, 2018 in accordance with the methodology and components used in the Summary Compensation Table for the Corporation’s named executive officers. The 2018 total compensation was $39,351 for our median employee and $2,731,617 for Mr. Ciesinski. Based on April 18, 2016 and retired from his position as Vice President – Developmentthis determination, the ratio of annual total compensation for Mr. Ciesinski to that of the Corporation on June 30, 2016. Upon retirement frommedian employee is estimated to be 69 to 1. The applicable SEC rules for identifying the Corporation, Mr. Rosa was entitledmedian employee and calculating the pay ratio allow companies to use different methodologies and assumptions and, as a total of $3,253,523, which consisted of $103,109 in restricted stock, $1,038,745 in stock appreciation rights, $1,712,803 underresult, our estimated pay ratio may not be comparable to the employee stock ownership plan, and $398,866 under the deferred compensation plan.pay ratios disclosed by other companies.27 2016the 2016 fiscal year2018 by our nonemployee directors:Name (a) (b) (c) (g) (h) James B. Bachmann $ 96,500 $ 79,892 $ 1,582 $ 177,974 Neeli Bendapudi $ 75,500 $ 79,892 $ 1,582 $ 156,974 John L. Boylan(4) $ 29,500 $ 0 $ 1,582 $ 31,082 William H. Carter $ 49,500 $ 79,892 $ 0 $ 129,392 Kenneth L. Cooke $ 81,500 $ 79,892 $ 1,582 $ 162,974 Robert L. Fox $ 80,500 $ 79,892 $ 1,582 $ 161,974 Alan F. Harris $ 78,500 $ 79,892 $ 1,582 $ 159,974 Robert P. Ostryniec $ 65,000 $ 79,892 $ 1,582 $ 146,474 Zuheir Sofia $ 87,500 $ 79,892 $ 1,582 $ 168,974 Name (a) (b) (c) (g) (h) James B. Bachmann $ 104,375 $ 94,918 $ 1,503 $ 200,796 Neeli Bendapudi $ 93,750 $ 94,918 $ 1,503 $ 190,171 William H. Carter $ 93,750 $ 94,918 $ 1,503 $ 190,171 Kenneth L. Cooke $ 106,875 $ 94,918 $ 1,503 $ 203,296 Robert L. Fox $ 92,500 $ 94,918 $ 1,503 $ 188,921 Alan F. Harris $ 97,500 $ 94,918 $ 1,503 $ 193,921 Robert P. Ostryniec $ 86,250 $ 94,918 $ 1,503 $ 182,671 Zuheir Sofia $ 102,500 $ 94,918 $ 1,503 $ 198,921 (1) The amounts shown in column (b) represent compensation amounts discussed in the narrative below. (2) The amounts reported in column (c) reflect the aggregate grant date fair value of restricted stock received by each of our directors, which was computed in accordance with FASB ASC Topic 718. The assumptions used in determining these valuations are the same as those used in our financial statements. For fiscal 2016,2018, those assumptions can be found in footnote 11 to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2016.2018. The nonemployee directors had restricted stock awards outstanding as of June 30, 20162018 for the following number of shares: Mr. Bachmann, 713;771; Ms. Bendapudi, 713;771; Mr. Carter, 713;771; Mr. Cooke, 713;771; Mr. Fox, 713;771; Mr. Harris, 713;771; Mr. Ostryniec, 713;771; and Mr. Sofia, 713.771. Each nonemployee director received a grant of restricted stock for fiscal 20162018 as follows: 713771 shares on November 16, 201515, 2017 under our 2015 Omnibus Incentive Plan. This grant of restricted stock will vest on November 16, 2016.15, 2018.(3) The amounts shown in column (g) represent dividends paid on restricted stock awards that vested during fiscal 2016.2018.(4)John L. Boylan retired as a Director of the Corporation in November 2015.the following compensation for fiscal year 2016:a quarterly retainer paid at an annual rate of $50,000;a $1,500 fee for participation in each official meeting of the Board or Committee of the Board (including ad hoc committees);an additional quarterly retainer paid at an annual rate of $10,000 for the Chair of the Audit Committee;an additional quarterly retainer paid at an annual rate of $6,000 for the Chair of the Compensation Committee;an additional quarterly retainer paid at an annual rate of $5,000 for the Chair of the Nominating and Governance Committee;an additional quarterly retainer paid at an annual rate of $20,000 for the Lead Independent Director; anda grant of 713 shares of restricted stock to each nonemployee director, with a market value of approximately $80,000 at the time of the grant.28 For fiscal year 2017, we have eliminated the meeting fees for Board and Committee meetings and our nonemployee directors will receive quarterly cash retainers at the following annual rates:Committee Members; andservice on a committee, including any ad-hoc committee;Director.Director; and16, 201515, 2017 pursuant to the terms of our 2015 Omnibus Incentive Plan. The restricted stock vests one year from the grant date, or earlier upon a change in control of the Corporation, or the death or disability of the recipient. Dividends on the shares of restricted stock are held in escrow until the shares vest. The value of the grant was determined based on the recommendation of the Compensation Committee of an annual grant of restricted stock with a market value of approximately $80,000.will bewere effective beginning in fiscal 2017. Each director to whom this policy applies shall have until the later of five years from the date of adoption of this policy or five years from the date such director became subject to this policy to achieve the applicable guideline level of ownership. All of the Corporation’s independent directors except Mr. Carter have met the guidelines. Mr. Carter is not required to meet the guidelines until November 2020.20162018 regarding the Corporation’s 2015 Omnibus Incentive Plan and the Amended and Restated 2005 Stock Plan:Plan category Equity compensation plans approved
by security holders 104,239 (1) $ 97.01 1,311,199 (1) Equity compensation plans not approved
by security holders — — — Total 104,239 $ 97.01 1,311,199 Plan category Equity compensation plans approved by security holders 95,037 $ 115.99 1,319,443 Equity compensation plans not approved by security holders — — — Total 95,037 $ 115.99 1,319,443 (1) These amounts assumeThis amount assumes outstanding stock-settled stock appreciation rights conversion at the June 30, 20162018 closing price of $127.61$138.42 for the determination of the number of shares to be issued upon exercise of the rights. and Ms. Bendapudi served on the Compensation Committee during fiscal 2016.2018. None of the members of the Compensation Committee during fiscal 20162018 had at any time been an officer or employee of the Corporation or of any of its subsidiaries. None of the members of the Compensation Committee during fiscal 20162018 had any related person transaction with the Corporation required to be disclosed under Item 404 of Regulation S-K. No executive officer of the Corporation served as a member of the compensation committee or board of directors of any other entity that had an executive officer serving as a member of the Board or Compensation Committee during fiscal 20162018 such that the service would constitute an interlock under Item 407(e)(4) of Regulation S-K.29 2016,2018, each as filed with the SEC. Zuheir Sofia, ChairpersonNeeli BendapudiKenneth L. CookeRobert L. Fox 30 Zuheir Sofia, Chairperson Neeli Bendapudi Kenneth L. Cooke Robert L. Fox 20162018 Annual Meeting:20162018 Annual Meeting, is hereby APPROVED.20172019 Annual Meeting.usthe Corporation or our Board. However, the Board values the views of the Corporation’s shareholders. The Board and Compensation Committee will review the results of the vote and take them into consideration in addressing future compensation policies and decisions.31 Mr.Messrs. Bachmann, Mr. Carter and Mr. Cooke are “financial experts” as defined by SEC rules. The Audit Committee held fourfive meetings during fiscal 2016.2018. The Audit Committee operates under a written charter, which is available on the corporate governance page of the Corporation’s web site at www.lancastercolony.com.http://www.lancastercolony.com/investors/corporate-governance/governance-documents/default.aspx. Under the charter, the Audit Committee’s responsibilities include:2016.2018. The Audit Committee has also reviewed and discussed management’s assessment of internal control over financial reporting with management and Deloitte & Touche LLP. The Audit Committee also reviewed and discussed with Deloitte & Touche LLP its reports on the Corporation’s annual financial statements, and that the Corporation maintained, in all material respects, effective internal control over financial reporting as of June 30, 2016.32 20162018 in the Corporation’s Annual Report on Form 10-K for filing with the SEC. James B. Bachmann, ChairpersonWilliam H. CarterKenneth L. CookeAlan F. HarrisRobert P. Ostryniec 33 Kenneth L. Cooke, Chairperson James B. Bachmann William H. Carter Alan F. Harris Robert P. Ostryniec 2016.2018. The Audit Committee is directly responsible for the appointment of the Corporation’s independent registered public accounting firm and has appointed Deloitte & Touche LLP to audit the Corporation’s financial statements for the year ending June 30, 2017.2019. Although it is not required to do so, the Audit Committee has determined to submit its selection of the independent registered public accounting firm to the Corporation’s shareholders for ratification of its action as a matter of good corporate governance. In the event that Deloitte & Touche LLP is not ratified by the holders of a majority of the shares cast at the Annual Meeting, the Audit Committee will evaluate such shareholder vote when considering the selection of an independent registered public accounting firm to serve as the Corporation’s auditors for the 20182020 fiscal year.20172019 by executing and returning the enclosed proxy card.20162018 and 2015: 2016 2015 Audit Fees $ 1,254,000 $ 1,269,000 Audit-Related Fees(1) — 171,000 Tax Fees — — All Other Fees — — Total Fees $ 1,254,000 $ 1,440,000 2018 2017 Audit Fees $ 1,369,750 $ 1,240,000 310,000 284,550 Tax Fees — — All Other Fees — — Total Fees $ 1,679,750 $ 1,524,550 (1) The 20152018 fees relate to audit-related work associated with the new revenue recognition guidance, a change that occurred within the Corporation’s reportable segments and assistance in responding to an SEC Comment Letter. The 2017 fees primarily relaterelated to audit-related work associated with the acquisition of FlatoutAngelic in March 2015.November 2016.2016,2018, all of the services described above were pre-approved by the Audit Committee.34 The Corporation contracts with John Gerlach & Company LLP, an accounting partnership, to provide certain internal auditing, general accounting and tax services of a type generally available from an independent accounting firm. Mr. T.J. Conger, is a partner with John Gerlach & Company LLP and is the brother-in-law of Mr. John B. Gerlach, Jr., the Corporation’s Director, Chairman of the Board and Chief Executive Officer, and a beneficial owner of more than five percent of the Corporation’s common stock. The fees paid to John Gerlach & Company LLP for its services are determined based on the hours of work performed and are reviewed by the Audit Committee. The fees incurred for services rendered for the fiscal year ended June 30, 2016 were $164,777. Mr. John B. Gerlach, Jr. has no financial or ownership interest in John Gerlach & Company LLP.Corporation’s Director,Corporation and is the Executive Chairman of the Board and Chief Executive Officer.Board. He is the son of Mrs. Dareth A. Gerlach, a beneficial owner of more than five percent of the Corporation’s common stock.www.lancastercolony.com.20172019 Annual Meeting of Shareholders must be received by the Secretary of the Corporation at its principal executive offices no later than June 21, 2017.12, 2019. In addition, under the advance notice provision of the Corporation’s Amended and Restated Code of Regulations, shareholder proposals will be considered untimely if received by the Secretary of the Corporation less than 60 days or more than 90 days before the 20172019 Annual Meeting (or, if less than 75 days’ notice or prior public disclosure of the date of the 20172019 Annual Meeting is given or made, not later than the close of business on the 15th day following the day on which such notice or disclosure of the date of the 20172019 Annual Meeting is first given or made). The advance notice provisions of our Regulations do not change the deadline noted above for inclusion of shareholder proposals in the Corporation’s Proxy Statement.37 West Broad Street, Columbus,380 Polaris Parkway, Suite 400, Westerville, Ohio 4321543082 or (614) 224-7141 or ir@lancastercolony.com.35 21, 201620162018 Annual Report to Shareholders, which includes the Corporation’s Annual Report on Form 10-K, are available free of charge athttps://materials.proxyvote.com/513847. John B. Gerlach, Jr.Chairman of the Board andChief Executive OfficerOctober 19, 201636 October 19, 2016Dear Lancaster Colony Corporation Employee Stock Ownership Plan Participant:Pursuant to Section 5.9 of the Lancaster Colony Corporation Employee Stock Ownership Plan and Trust Agreement (the “Plan”), you are entitled to instruct Huntington Trust Company, N.A., as trustee under the Plan (the “Trustee”), as to the manner in which the Lancaster Colony Corporation shares of stock allocated to your individual account under the Plan are to be voted as well as a pro-rata portion (in the proportion that the number of shares allocated to your account under the Plan bears to the total number of shares in the Plan) of the shares allocated to other participants’ accounts under the Plan who do not provide instructions to the Trustee (“uninstructed shares”). The Annual Meeting of Shareholders of Lancaster Colony Corporation will be held on November 21, 2016 (see enclosed “Notice of Annual Meeting of Shareholders”). The matters which are anticipated to come before the shareholders and require shareholder action are set forth in the enclosed Proxy Statement.The Board of Directors of Lancaster Colony Corporation recommends that you vote in favor of proposals 1, 2 and 3. Consequently, please indicate your confidential voting instructions to the Trustee for the:1.Election of Directors___VOTE ALL SHARES of Lancaster Colony Corporation stock allocated to your individual account under the Plan together with a pro-rata portion of uninstructed sharesFOR all Nominees listed under the section titled “Proposal One — Nomination and Election of Directors — Nominees for Term to Expire in 2019” of the Proxy Statement, enclosed.OR:___WITHHOLD VOTE OF ALL SHARES of Lancaster Colony Corporation stock allocated to your individual account under the Plan together with a pro-rata portion of uninstructed sharesFROM all Nominees listed under the section titled “Proposal One — Nomination and Election of Directors — Nominees for Term to Expire in 2019” of the Proxy Statement, enclosed.OR:___VOTE ALL SHARES of Lancaster Colony Corporation stock allocated to your individual account under the Plan together with a pro-rata portion of uninstructed sharesFOR all Nominees listed under the section titled “Proposal One — Nomination and Election of Directors — Nominees for Term to Expire in 2019” of the Proxy Statement, enclosed,EXCEPT WITHHOLD VOTE from the following nominee(s):2.Advisory Vote on Named Executive Officer Compensation___VOTE ALL SHARES of Lancaster Colony Corporation stock allocated to your individual account under the Plan together with a pro-rata portion of uninstructed sharesFOR the resolution approving, on a non-binding basis, the compensation of the Corporation’s named executive officers.OR:___VOTE ALL SHARES of Lancaster Colony Corporation stock allocated to your individual account under the Plan together with a pro-rata portion of uninstructed sharesAGAINST the resolution approving, on a non-binding basis, the compensation of the Corporation’s named executive officers.OR:___VOTE ALL SHARES of Lancaster Colony Corporation stock allocated to your individual account under the Plan together with a pro-rata portion of uninstructed shares toABSTAIN in connection with the resolution approving, on a non-binding basis, the compensation of the Corporation’s named executive officers.(See Reverse Side)3.Ratification of Selection of Independent Registered Public Accounting Firm___VOTE ALL SHARES of Lancaster Colony Corporation stock allocated to your individual account under the Plan together with a pro-rata portion of uninstructed sharesFOR the ratification of Deloitte & Touche LLP as Lancaster Colony Corporation’s independent registered public accounting firm for the year ending June 30, 2017.OR:___VOTE ALL SHARES of Lancaster Colony Corporation stock allocated to your individual account under the Plan together with a pro-rata portion of uninstructed sharesAGAINST the ratification of Deloitte & Touche LLP as Lancaster Colony Corporation’s independent registered public accounting firm for the year ending June 30, 2017.OR:___VOTE ALL SHARES of Lancaster Colony Corporation stock allocated to your individual account under the Plan together with a pro-rata portion of uninstructed shares toABSTAIN in connection with the ratification of Deloitte & Touche LLP as Lancaster Colony Corporation’s independent registered public accounting firm for the year ending June 30, 2017.4.To Transact Such Other Business as May Properly Come Before the Annual Meeting or Any Adjournments or Postponements of the Annual MeetingPlease check only one of the above for each matter to be voted upon and then sign and return this form to the Trustee in the enclosed postage prepaid envelope.NOTE: If no instructions are received from you by the Trustee by November 16, 2016, all such Lancaster Colony Corporation shares shall be voted by the Trustee as described in the first paragraph of this form.Very truly yours,Lancaster Colony CorporationEmployee Stock Ownership Plan CommitteeDateParticipant’s SignatureEnclosures Print NameANNUAL MEETING OF SHAREHOLDERS OFLANCASTER COLONY CORPORATIONNovember 21, 2016 PROXY VOTING INSTRUCTIONS INTERNET-Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.Vote online until 11:59 PM EST the day before the meeting.MAIL -Sign, date and mail your proxy card in the envelope provided as soon as possible.IN PERSON -You may vote your shares in person by attending the Annual Meeting.GO GREEN- e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.
COMPANY NUMBERACCOUNT NUMBERJohn B. Gerlach, Jr. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS:The NoticeExecutive Chairman of Meeting, Proxy Statement, Annual Report and Proxy Cardare available at http://materials.proxyvote.com/513847
Please detach along perforated line and mail in the envelope providedIF you are not voting via the Internet. 20333000000000000000 6112116THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF ALL DIRECTOR NOMINEES AND IN FAVOR OF PROPOSALS 2 AND 3.PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE☒1. To elect three directors, each for a term that expires in 2019:☐FOR ALL NOMINEES☐ WITHHOLD AUTHORITY FOR ALL NOMINEES☐FOR ALL EXCEPT (See instructions below)NOMINEES:O Kenneth L. CookeOAlan F. HarrisOZuheir SofiaINSTRUCTIONS:To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here: •To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐2. To approve, by non-binding vote, the compensation of the Corporation's named executive officers:3. To ratify the selection of Deloitte & Touche LLP as the Corporation's independent registered public accounting firm for the year ending June 30, 2017:FORAGAINSTABSTAIN☐☐☐☐☐☐4. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED "FOR" EACH OF THE DIRECTOR NOMINEES NAMED HEREIN, AND "FOR" PROPOSALS 2 AND 3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO TAKE ACTION AND VOTE IN ACCORDANCE WITH THEIR JUDGMENT UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING, OR AT ANY AND ALL ADJOURNMENTS OR POSTPONEMENTS OF THE ANNUAL MEETING.YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD USING THE ENCLOSED ENVELOPE.Signature of Shareholder Date: Signature of Shareholder Date: Note:Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
0LANCASTER COLONY CORPORATION37 West Broad Street, Columbus, Ohio 43215THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OFLANCASTER COLONY CORPORATIONNotice of the 2016 Annual Meeting of Shareholders to be held on November 21, 2016The undersigned hereby appoints Matthew R. Shurte, Douglas A. Fell and David M. Segal, or any of them separately, as proxies of the undersigned, each with the power of substitution, and hereby authorizes them to represent and to vote, as designated herein, all the shares of common stock of Lancaster Colony Corporation held of record by the undersigned at the close of business on September 23, 2016 that the undersigned would be entitled to vote, and to exercise all of the powers that the undersigned would be entitled to exercise as a shareholder, if personally present, at the Annual Meeting of Shareholders to be held in the Lilac meeting room at The Hilton Columbus at Easton, 3900 Chagrin Dr., Columbus, Ohio 43219 at 11:30 a.m., Eastern Standard Time, on November 21, 2016, or at any and all adjournments or postponements of the Annual Meeting of Shareholders.(Continued and to be signed on the reverse side)1.114475