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K Kellogg



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 24, 2020

Kellogg Company
(Exact name of registrant as specified in its charter)
 
Delaware 1-4171 38-0710690
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of principal executive offices, including zip code)
(269) 961-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.25 par value per shareKNew York Stock Exchange
1.750% Senior Notes due 2021K 21New York Stock Exchange
0.800% Senior Notes due 2022K 22ANew York Stock Exchange
1.000% Senior Notes due 2024K 24New York Stock Exchange
1.250% Senior Notes due 2025K 25New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
    
Emerging growth company  
    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.  





Item 5.07. Submission of Matters to a Vote of Security Holders.
a) On April 24, 2020, Kellogg Company held its Annual Meeting of Shareowners.
b) Stephanie Burns, Steve Cahillane, Richard Dreiling and La June Montgomery Tabron were re-elected for a three-year term.
Six matters were voted on at the 2020 Annual Meeting: the re-election of the four directors described in (b) above; an advisory resolution to approve executive compensation; the ratification of PricewaterhouseCoopers LLP ("PwC") as the Company’s independent registered public accounting firm for fiscal year 2020; the approval of the amendment and restatement of the Kellogg Company 2002 Employee Stock Purchase Plan; a management proposal to declassify the board of directors; and a shareowner proposal to adopt simple majority vote.
The final results of voting on each of the matters submitted to a vote of Shareowners are as follows:
1. Election of Directors For Against Abstentions 
Broker
Non-Votes
     1a. Stephanie Burns 275,734,014
 1,800,009
 358,725
 27,243,756
     1b. Steve Cahillane 256,153,328
 20,854,317
 885,103
 27,243,756
     1c. Richard Dreiling 272,658,007
 4,759,042
 475,699
 27,243,756
     1d. La June Montgomery Tabron 276,102,012
 1,277,582
 513,154
 27,243,756
         
  For Against Abstentions 
Broker
Non-Votes
2. Advisory resolution to approve executive compensation was approved 268,621,828
 8,434,502
 836,418
 27,243,756
         
  For Against Abstentions  
3. Ratification of PwC as the Company's independent registered public accounting firm was approved 296,166,082
 8,362,346
 608,076
  
         
  For Against Abstentions Broker
Non-Votes
4. Amendment and restatement of the Kellogg Company 2002 Employee Stock Purchase Plan was approved 275,599,799
 1,607,095
 685,854
 27,243,756
         
  For Against Abstentions Broker
Non-Votes
5. Management proposal to declassify board of directors was not approved 185,993,701
 91,064,651
 834,396
 27,243,756
         
  For Against Abstentions 
Broker
Non-Votes
6. Shareowner proposal to adopt simple majority vote was approved 146,108,898
 130,741,796
 1,042,054
 27,243,756










SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 KELLOGG COMPANY
  
Date: April 29, 2020/s/ Gary H. Pilnick
 Name: Gary H. Pilnick
 Title: Vice Chairman