Lancaster Colony Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$LANC
Packaged Foods
Consumer Staples
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 6, 2024
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Securities registered pursuant to Section 12(b) of the Act:
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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 6, 2024 pursuant to the Notice of Annual Meeting of Shareholders and Proxy Statement that was available on or about October 8, 2024 to all shareholders of record at the close of business on September 9, 2024. At the Annual Meeting, 26,057,693 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 8, 2024.
Proposal One - Nomination and Election of Directors
The Corporation’s shareholders elected the following individuals to serve for three-year terms expiring at the 2027 Annual Meeting of Shareholders with the following vote totals:
| Number of Votes | ||||||||||||||||||||||||||
| Director Name | For | Withheld | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Zena Srivatsa Arnold | 24,783,993 | 185,580 | — | 1,088,120 | ||||||||||||||||||||||
| Michael H. Keown | 22,429,170 | 2,540,403 | — | 1,088,120 | ||||||||||||||||||||||
| George F. Knight III | 24,783,641 | 185,932 | — | 1,088,120 | ||||||||||||||||||||||
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 | ||||||||||||||||||||
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 24,736,920 | 175,381 | 57,272 | 1,088,120 | |||||||||||||||||
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, 2025 with the following vote totals:
| Number of Votes | ||||||||||||||||||||
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 25,811,924 | 224,350 | 21,419 | — | |||||||||||||||||
Item 8.01 Other Events
On November 6, 2024, the Corporation’s Board of Directors voted to raise the regular quarterly cash dividend to 95 cents per common share to be paid on December 31, 2024 to shareholders of record on December 5, 2024.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits: | ||||||||||
| 99.1 | Press Release dated November 6, 2024 | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
INDEX TO EXHIBITS
Exhibit Number | Description | Located at | ||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Filed herewith | ||||||||||||
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 7, 2024 | By: | /s/ THOMAS K. PIGOTT | |||||||||||
| Thomas K. Pigott | ||||||||||||||
| Vice President, Chief Financial Officer | ||||||||||||||
| and Assistant Secretary | ||||||||||||||
| (Principal Financial and Accounting Officer) | ||||||||||||||