Document

DEF 14A 1 fy2021defproxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________________________________

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ý

Filed by a party other than the Registrant ¨

Check the appropriate box:


¨			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material under §240.14a-12

Post Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):


ý			No fee required


¨			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
			(1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid:


¨			Fee paid previously with preliminary materials.


¨			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
			(1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:

December 6, 2021

Dear Fellow Shareholders:

You are cordially invited to attend our annual meeting of shareholders on Thursday, January 27, 2022. We will hold the meeting at 9:00 a.m., Central Time. The meeting will be entirely virtual, conducted via a live audio-only webcast, in order to protect the health and safety of our shareholders and employees.

In connection with the annual meeting, we have prepared a notice of the meeting, a proxy statement, a proxy card and our annual report to shareholders for the fiscal year ended September 30, 2021, which contain detailed information about us and our operating and financial performance. On or about December 6, 2021, we began mailing to our shareholders these materials or a Notice Regarding the Availability of Proxy Materials containing instructions on how to access these materials online.

Whether or not you plan to attend the virtual meeting, we encourage you to vote your shares. You may vote by telephone or on the Internet, or if you received or requested to receive printed proxy materials, complete, sign and return the enclosed proxy card in the postage-paid envelope enclosed with the proxy materials. The prompt execution of your proxy will be greatly appreciated.


						Sincerely,
						/s/ Robert V. Vitale
						Robert V. Vitale
						President and Chief Executive Officer

Post Holdings, Inc.

2503 S. Hanley Road

St. Louis, Missouri 63144

December 6, 2021

Notice of Annual Meeting of Shareholders

Dear Shareholders:

In light of the COVID-19 pandemic, the Board of Directors, after careful consideration, has decided to hold the 2022 annual meeting of shareholders of Post Holdings, Inc. exclusively online, via a live audio-only webcast, in order to protect the health and safety of our shareholders and employees. If you plan to attend the virtual meeting, please see the information below as well as the attendance and registration instructions in the proxy statement. There will be no physical location for the meeting.


Meeting Information:	Date:	Thursday, January 27, 2022
	Time:	9:00 a.m., Central Time
	Website:	https://meetnow.global/MMC6X9U

At the annual meeting, shareholders will consider the following matters:

1.the election of three nominees to the Company’s Board of Directors;

2.the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022;

3.advisory approval of the Company’s executive compensation;

4.the approval of the Post Holdings, Inc. 2021 Long-Term Incentive Plan; and

5.any other business properly introduced at the annual meeting.

The close of business on November 22, 2021 has been fixed as the record date for the determination of shareholders entitled to receive notice of and to vote at the annual meeting or any adjournment or postponement thereof. This notice of the annual meeting, the proxy statement and the proxy card are first being sent or made available to shareholders on or about December 6, 2021.

We are pleased to take advantage of Securities and Exchange Commission rules that allow us to furnish these proxy materials and our annual report to shareholders on the Internet. This means that most shareholders will not receive paper copies of our proxy materials and annual report to shareholders. We will instead send shareholders a Notice Regarding the Availability of Proxy Materials with instructions for accessing the proxy materials and annual report to shareholders on the Internet. We believe that posting these materials on the Internet enables us to provide shareholders with the information that they need more quickly, while lowering our costs of printing and delivery and reducing the environmental impact of our annual meeting.

Your vote is important. Please note that if you hold your shares through a broker, your broker cannot vote your shares on any matter, except ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, in the absence of your specific instructions as to how to vote. In order for your vote to be counted, please make sure that you submit your vote to your broker.

By order of the Board of Directors,

/s/ Diedre J. Gray

Diedre J. Gray

Executive Vice President, General Counsel

and Chief Administrative Officer, Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JANUARY 27, 2022

This notice, the proxy statement attached to this notice and our annual report to shareholders for the fiscal year ended September 30, 2021 are available at www.envisionreports.com/POST and on our website at www.postholdings.com.

PROXY STATEMENT

Table of Contents


			Page
PROXY STATEMENT SUMMARY			1
PROXY AND VOTING INFORMATION			3
CORPORATE GOVERNANCE			8
Overview			8
Director Independence and Role of the Independent Lead Director			8
Code of Conduct			8
Conflicts of Interest			8
Policy on Hedging and Pledging Company Stock			9
Structure of the Board of Directors			9
Board Meetings and Committees			9
Nomination Process for Election of Directors			10
Other Board Service			11
Role of the Board in Risk Oversight			11
Board Leadership Structure			11
Director Evaluations			12
Policy on Director Diversity			12
Communication with the Board			12
Environmental, Sustainability and Social Matters			13
Information Technology and Cybersecurity Risk Oversight			14
ELECTION OF DIRECTORS (Proxy Item No. 1)			15
Information about the Current Directors and Nominees for Election to the Board of Directors			16
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proxy Item No. 2)			20
AUDIT COMMITTEE REPORT			21
COMPENSATION OF OFFICERS AND DIRECTORS			22
Compensation Discussion and Analysis			22
Summary Compensation Table			38
Grants of Plan-Based Awards for the Fiscal Year Ended September 30, 2021			40
Outstanding Equity Awards at September 30, 2021			41
Option Exercises and Stock Vested for the Fiscal Year Ended September 30, 2021			43
Equity Compensation Plan Information			43
Non-Qualified Deferred Compensation			43
Potential Payments Upon Termination of Employment or Change in Control			44
Employment Agreements			50
CEO Pay Ratio			50
Director Compensation for the Fiscal Year Ended September 30, 2021			51
CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE REPORT			53
ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION (Proxy Item No. 3)			54
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			54
APPROVAL OF POST HOLDINGS, INC. 202 1 LONG-TERM INCENTIVE PLAN (Proxy Item No. 4)			55
SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS			65
Security Ownership of Certain Beneficial Owners			65
Security Ownership of Management			66
Delinquent Section 16(a) Reports			67
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			68
OTHER MATTERS			69
Proxy Solicitation			69
Shareholder Director Nominations and Proposals for the 2023 Annual Meeting			69
Form 10-K and Other Filings			69
Internet Availability of Proxy Materials			69
List of Shareholders			69
Householding			70
ANNEX A - POST HOLDINGS, INC. 202 1 LONG-TERM INCENTIVE PLAN			A-1

Table of Contents

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary is not a complete description, and you should read the entire proxy statement carefully before voting.

ANNUAL MEETING


Time and Date:						9:00 a.m., Central Time, on Thursday, January 27, 2022

Website:						https://meetnow.global/MMC6X9U

Record Date:						November 22, 2021

Voting:						Shareholders on the record date are entitled to one vote per share on each matter to be voted upon at the annual meeting

VOTING ITEMS


Item		Board Recommendation	Page Reference

1	Election of Three Directors	For all nominees	15

2	Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2022	For	20

3	Advisory Approval of the Company’s Executive Compensation	For	54

4	Approval of the Post Holdings, Inc. 2021 Long-Term Incentive Plan	For	55

Transact any other business that properly comes before the meeting.

BOARD OF DIRECTORS

The following table provides summary information about each director nominee as of November 15, 2021. At our annual meeting, shareholders will be asked to elect the three director nominees in Class I listed in the table below. The Board of Directors unanimously recommends a vote FOR each nominee.

Class I - Directors whose terms expire at the 2022 annual meeting of shareholders and who are nominees for terms expiring at the 2025 annual meeting

Name

Director

Since

Occupation and Experience

Independent

Board Committees(1)

SEC Form DEF 14A filed by Post Holdings, Inc.