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LANC Lancaster Colony

Filed: 12 Nov 21, 1:10pm

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): November 10, 2021

Lancaster Colony Corporation
(Exact name of registrant as specified in its charter)
Ohio000-0406513-1955943
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
380 Polaris ParkwaySuite 400
WestervilleOhio43082
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:(614)224-7141
(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:
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 SymbolName of each exchange on which registered
Common Stock, without par valueLANCNASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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
The Corporation’s annual meeting of shareholders (the “Annual Meeting”) was held in a virtual-only format via live webcast on November 10, 2021 pursuant to the Notice of Annual Meeting of Shareholders and Proxy Statement that was available on or about October 12, 2021 to all shareholders of record at the close of business on September 13, 2021. At the Annual Meeting, 26,108,751 shares of the Corporation’s common stock were represented in person (online) or by proxy, which constituted a quorum.
At the Annual Meeting, shareholders voted on three proposals. The proposals are described in detail in the Corporation’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to shareholders on or about October 12, 2021.
Proposal One - Nomination and Election of Directors
The Corporation’s shareholders elected the following individuals to serve for three-year terms expiring at the 2024 Annual Meeting of Shareholders with the following vote totals:
Number of Votes
Director NameForWithheldAbstentionsBroker Non-Votes
Neeli Bendapudi24,504,658 495,345 — 1,108,748 
William H. Carter24,745,472 254,531 — 1,108,748 
Michael H. Keown24,779,799 220,204 — 1,108,748 
Proposal Two - Non-Binding Vote on the Compensation of the Corporation’s Named Executive Officers
The Corporation’s shareholders approved the compensation of the Corporation’s named executive officers with the following vote totals:
Number of Votes
ForAgainstAbstentionsBroker Non-Votes
23,963,311 383,042 653,650 1,108,748 
Proposal Three - Ratification of the Selection of the Corporation’s Independent Registered Public Accounting Firm
The Corporation’s shareholders ratified the selection of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending June 30, 2022 with the following vote totals:
Number of Votes
ForAgainstAbstentionsBroker Non-Votes
25,818,601 272,903 17,247 — 
Item 8.01    Other Events
On November 10, 2021, the Corporation’s Board of Directors voted to raise the regular quarterly cash dividend to 80 cents per common share to be paid on December 31, 2021 to shareholders of record on December 6, 2021.
Item 9.01    Financial Statements and Exhibits
(d)Exhibits:
99.1Press Release dated November 10, 2021
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LANCASTER COLONY CORPORATION
(Registrant)
Date:November 12, 2021By:/s/ THOMAS K. PIGOTT
Thomas K. Pigott
Vice President, Chief Financial Officer
and Assistant Secretary
(Principal Financial and Accounting Officer)
    


INDEX TO EXHIBITS
    
Exhibit NumberDescriptionLocated at
104Cover Page Interactive Data File (embedded within the Inline XBRL document)Filed herewith