Document


 
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): April 26, 2019
  
 
Kellogg Company
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
1-4171
 
38-0710690
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of principal executive offices, including zip code)
(269) 961-2000
(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): 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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).
 
 
 
 
Emerging growth company
o
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.
o
 
 
 





Item 5.07. Submission of Matters to a Vote of Security Holders.
a) On April 26, 2019, Kellogg Company held its Annual Meeting of Shareowners.
b) Rod Gillum, Mary Laschinger, Erica Mann and Carolyn Tastad were re-elected for a three-year term.
Four matters were voted on at the 2019 Annual Meeting: the re-election of the four directors described in (b) above; an advisory resolution to approve executive compensation; the ratification of PricewaterhouseCoopers LLP ("PwC") as the Company’s independent registered public accounting firm for fiscal year 2019; and a shareowner proposal to repeal the classified board.
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. Rod Gillum
 
275,722,140

 
1,273,163

 
1,044,514

 
29,136,041
     1b. Mary Laschinger
 
271,300,093

 
5,741,965

 
997,759

 
29,136,041
     1c. Erica Mann
 
275,783,721

 
1,223,413

 
1,032,683

 
29,136,041
     1d. Carolyn Tastad
 
275,763,435

 
1,280,217

 
996,165

 
29,136,041
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
2. Advisory resolution to approve executive compensation
 
262,555,507

 
13,729,803

 
1,754,507

 
29,136,041
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
 
3. Ratification of PwC as the Company's independent registered public accounting firm
 
299,291,880

 
6,567,039

 
1,316,939

 
 
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
4. Shareowner proposal to repeal classified board
 
164,711,334

 
100,424,457

 
12,899,825

 
29,140,242







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.
 
 
 
 
 
KELLOGG COMPANY
 
 
Date: April 30, 2019
 
/s/ Gary H. Pilnick
 
 
Name: Gary H. Pilnick
 
 
Title:   Vice Chairman