Lamb Weston Holdings Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$LW
Packaged Foods
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 26, 2024
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 26, 2024, the Board of Directors (the “Board”) of Lamb Weston Holdings, Inc. (“Lamb Weston” or “we”) increased the size of the Board from ten to eleven members and appointed Norman Prestage to serve as a director on the Board. Mr. Prestage joins the Board to fill a vacancy that resulted from the unexpected passing of Thomas Maurer in July 2024. After Mr. Maurer’s death, the Board decreased its size from eleven to ten members to allow time for it to complete a new director search. The Board also appointed Mr. Prestage as a member of the Audit and Finance Committee. Mr. Prestage’s appointments to the Board and Audit and Finance Committee were effective September 26, 2024, following our annual meeting of stockholders held on that date.
Mr. Prestage, age 59, served as a partner of Ernst & Young, LLP, a professional services firm, until his retirement in June 2024. He joined Ernst & Young in 1987 and during his career served as the global client service partner for large global public companies in the consumer products, foodservice, retail and risk management industries. Mr. Prestage was a member of the Ernst & Young Americas Global Accounts Partner Group, and he served on the Ernst & Young Global Consumer Products Advisory Board. He also served in various Ernst & Young leadership roles including the Retail and Consumer Products Industry Leader for the Midwest, Arkansas Office Managing Partner, and Southwest Area Partner Forum. Mr. Prestage is a certified public accountant and has a Bachelor of Business Administration from the University of Notre Dame.
Mr. Prestage will receive the same compensation as Lamb Weston’s other non-employee directors, which compensation includes an annual retainer of $100,000 and an annual grant of restricted stock units with an equity grant value of $170,000. There are no transactions or relationships between Mr. Prestage and Lamb Weston that would be reportable under Item 404(a) of Regulation S-K. Mr. Prestage was not selected pursuant to any arrangement or understanding between him and any other person.
On September 26, 2024, we issued a press release announcing the appointment of Mr. Prestage to the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As further described below in Item 5.07 of this Current Report on Form 8-K, on September 26, 2024, at our annual meeting of stockholders, Lamb Weston’s stockholders approved an amendment (the “Exculpation Amendment”) to our Amended and Restated Certificate of Incorporation to allow for exculpation of Lamb Weston’s officers from liability in specific circumstances. On September 26, 2024, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Amended and Restated Certificate of Incorporation that sets forth the Exculpation Amendment (the “Certificate of Amendment”).
A description of the Exculpation Amendment is set forth in Lamb Weston’s definitive proxy statement filed with the Securities and Exchange Commission on August 9, 2024 in the section entitled “Item 4 - Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Allow for Exculpation of Officers as Permitted by Delaware Law.” The foregoing description of the Exculpation Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 26, 2024, we held our annual meeting of stockholders in Eagle, Idaho. A total of 122,082,486 shares of our common stock, or approximately 84.9% of our outstanding shares of common stock, were represented in person or by proxy at the annual meeting. The final voting results for each of the matters submitted to a stockholder vote at the annual meeting are set forth below:
1.Our stockholders elected ten directors to each serve a one-year term on our Board until our 2025 annual meeting of stockholders or until his or her successor has been duly chosen and qualified, based on the following voting results:
| Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Peter J. Bensen | 106,420,039 | 434,060 | 214,715 | 15,013,672 | ||||||||||||||||||||||
| Charles A. Blixt | 103,036,798 | 3,685,528 | 346,488 | 15,013,672 | ||||||||||||||||||||||
| Robert J. Coviello | 106,364,732 | 486,580 | 217,502 | 15,013,672 | ||||||||||||||||||||||
| Rita Fisher | 106,405,397 | 455,966 | 207,451 | 15,013,672 | ||||||||||||||||||||||
| André J. Hawaux | 105,738,779 | 1,112,304 | 217,731 | 15,013,672 | ||||||||||||||||||||||
| W.G. Jurgensen | 104,816,614 | 2,040,298 | 211,902 | 15,013,672 | ||||||||||||||||||||||
| Hala G. Moddelmog | 105,269,631 | 1,585,221 | 213,962 | 15,013,672 | ||||||||||||||||||||||
| Robert A. Niblock | 105,316,349 | 1,540,459 | 212,006 | 15,013,672 | ||||||||||||||||||||||
| Maria Renna Sharpe | 104,057,559 | 2,808,039 | 203,216 | 15,013,672 | ||||||||||||||||||||||
| Thomas P. Werner | 106,323,950 | 537,289 | 207,575 | 15,013,672 | ||||||||||||||||||||||
2.Our stockholders approved the advisory proposal for our fiscal 2024 executive compensation, based on the following voting results:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 99,873,978 | 6,795,459 | 399,377 | 15,013,672 | |||||||||||||||||
3.Our stockholders ratified the selection of KPMG LLP as our independent auditors for the fiscal year ending May 25, 2025, based on the following voting results:
| For | Against | Abstain | ||||||||||||
| 121,182,684 | 710,986 | 188,816 | ||||||||||||
4.Our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law, based on the following voting results:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 95,481,954 | 11,189,592 | 397,268 | 15,013,672 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (cover page XBRL tags embedded within the Inline XBRL document) | |||||||
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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.
| LAMB WESTON HOLDINGS, INC. | ||||||||
| By: | /s/ Eryk J. Spytek | |||||||
| Name: Eryk J. Spytek | ||||||||
| Title: General Counsel and Chief Compliance Officer | ||||||||
Date: September 27, 2024 | ||||||||
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