WK Kellogg Co filed SEC Form 8-K: Results of Operations and Financial Condition, 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 6, 2025
(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)
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 (see General Instruction A.2 below):
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Item 2.02. Results of Operations and Financial Condition.
On May 6, 2025, WK Kellogg Co (the “Company”) issued a press release announcing its financial results for the quarter ended March 29, 2025, 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 5.07. Submission of Matters to a Vote of Security Holders.
a) On May 1, 2025, the Company held its Annual General Meeting of Shareowners of the Company (the “AGM”).
b) Michael Corbo, Ramón Murguía and Mindy Sherwood were re-elected for a one-year term.
c) Three matters were voted on at the AGM: the re-election of three directors described in (b) above; an advisory resolution to approve executive compensation; and the ratification of PricewaterhouseCoopers LLP ("PwC") as the Company’s independent registered public accounting firm for fiscal year 2025.
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. Michael Corbo | 54,734,650 | 2,918,174 | 276,235 | 13,644,307 | |||||||||||||||||||||||||
1b. Ramón Murguía | 55,168,611 | 2,459,311 | 301,137 | 13,644,307 | |||||||||||||||||||||||||
1c. Mindy Sherwood | 55,264,291 | 2,369,309 | 295,459 | 13,644,307 | |||||||||||||||||||||||||
For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||||||
2. Advisory resolution to approve executive compensation was approved | 55,241,379 | 2,196,404 | 491,276 | 13,644,307 | |||||||||||||||||||||||||
For | Against | Abstentions | |||||||||||||||||||||||||||
3. Ratification of PwC as the Company's independent registered public accounting firm was approved | 70,913,474 | 327,762 | 332,130 | ||||||||||||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
Press Release dated May 6, 2025. | |||||
| 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 6, 2025 | /s/ David McKinstray | |||||||
| Name: David McKinstray | ||||||||
| Title: Chief Financial Officer | ||||||||