WK Kellogg Co filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$KLG
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): May 7, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(269 ) 401-3000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 2.02. Results of Operations and Financial Condition.
On May 7, 2024, WK Kellogg Co (the “Company”) issued a press release announcing its financial results for the quarter ended March 30, 2024, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2024, at the Company's 2024 Annual General Meeting of Shareowners (the “AGM”) of the Company, the Company’s shareowners approved, as described in item 5.07, the Amended and Restated WK Kellogg Co 2023 Long-Term Incentive Plan (the “Plan”). The Plan was previously adopted on February 8, 2024, by the Company’s Board of Directors (the “Board”), subject to shareowner approval. The Plan provides for potential grants of (i) incentive stock options qualified as such under U.S. federal income tax laws (“ISOs”), (ii) stock options that do not qualify as ISOs, (iii) share appreciation rights, (iv) restricted share awards, (v) restricted share units, and (vi) other share-based awards to key employees and directors of the Company and its affiliates. The total number of shares of the common stock of the Company which may be issued under the Plan is 10,142,000 shares, plus any additional shares which may become available again under certain provisions of the Plan.
A more complete description of the Plan is included in the Company’s definitive proxy statement for the AGM under the caption “Proposal 5: Approval of an Amendment to the WK Kellogg Co 2023 Long-Term Incentive Plan” filed with the Securities and Exchange Commission on March 21, 2023, the description of which is incorporated herein by reference.
The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
a) On May 2, 2024, the Company held its AGM.
b) Zack Gund and Gary Pilnick were re-elected for a two-year term.
Five matters were voted on at the AGM: the re-election of two directors described in (b) above; an advisory resolution to approve executive compensation; an advisory vote on the frequency of holding an advisory vote on executive compensation; the ratification of PricewaterhouseCoopers LLP ("PwC") as the Company’s independent registered public accounting firm for fiscal year 2024; and a proposal to approve the amendment and restatement of the WK Kellogg Co 2023 Long-Term Incentive Plan
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. Zack Gund | 59,756,557 | 1,090,513 | 412,004 | 10,656,924 | |||||||||||||||||||||||||
1b. Gary Pilnick | 58,806,477 | 1,880,650 | 571,947 | 10,656,924 | |||||||||||||||||||||||||
For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||||||
2. Advisory resolution to approve executive compensation was approved | 57,791,179 | 2,964,858 | 503,037 | 10,656,924 | |||||||||||||||||||||||||
1 Year | 2 Years | 3 Years | Abstain | ||||||||||||||||||||||||||
3. Advisory vote on the frequency of holding an advisory vote on executive compensation | 60,296,074 | 186,698 | 562,508 | 213,794 | |||||||||||||||||||||||||
For | Against | Abstentions | |||||||||||||||||||||||||||
4. Ratification of PwC as the Company's independent registered public accounting firm was approved | 71,236,208 | 215,699 | 464,091 | ||||||||||||||||||||||||||
For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||||||
| 5. Approval of an amendment and restatement of the WK Kellogg Co 2023 Long-Term Incentive Plan | 56,552,725 | 4,156,474 | 549,875 | 10,656,924 | |||||||||||||||||||||||||
d) Consistent with a majority of the votes cast with respect to proposal 3, above, and with the recommendation of the Company's Board of Directors, the Company will hold a shareowner advisory vote on the compensation of Company's named executive officers annually until the next required vote on the frequency of shareowner votes on the compensation of the Company's named executive officers as required pursuant to Section 14(A) of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| WK Kellogg Co Amended and Restated 2023 Long-Term Equity Incentive Plan (incorporated herein by reference to Annex B to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 21, 2024). | |||||
Press Release dated May 7, 2024. | |||||
| Exhibit 104 | Cover Page Interactive Data File (formatted as inline XBRL) | ||||
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.
| WK KELLOGG CO | ||||||||
Date: May 7, 2024 | /s/ David McKinstray | |||||||
| Name: David McKinstray | ||||||||
| Title: Chief Financial Officer | ||||||||