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): July 23, 2007
Kellogg Company
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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1-4171
(Commission File Number)
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38-0710690
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On July 23, 2007, Kellogg Company (“Kellogg” or the “Company”) issued a press release announcing
management changes intended to further broaden the experience of
several of the Company’s senior
executive leaders, including Jeffrey W. Montie and John A. Bryant. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Mr. Montie was appointed executive vice president, Kellogg Company, president, Kellogg
International and will assume the additional responsibilities for leading Kellogg’s global
innovation, marketing, consumer promotions, and sales teams. Previously, Mr. Montie was executive
vice president, Kellogg Company, president, Kellogg North America.
Mr. Bryant was appointed executive vice president, Kellogg Company, president, Kellogg North
America. Mr. Bryant will retain the role of chief financial officer. Previously, Mr. Bryant was
executive vice president and chief financial officer, Kellogg Company, president, Kellogg
International.
In connection with these changes, the Company entered into retention agreements with Mr. Montie and
Mr. Bryant pursuant to which (a) if the executive is terminated by the Company without cause or
leaves the Company for good reason prior to his retirement date under the Company’s pension plans
(June 2016 for Mr. Montie and November 2020 for Mr. Bryant), he would receive certain pension
benefits under these plans; (b) Mr. Bryant’s pension benefits would be calculated based on the same
formula applicable to most other senior executives; and (c) each executive will be subject to
non-compete and non-solicit obligations.
The above description of the retention agreements with Mr. Montie and Mr. Bryant is qualified in
its entirety by reference to the copies of the agreements filed herewith as Exhibit 10.1 and
Exhibit 10.2, which agreements are incorporated herein by reference.