SEC Info - Kellanova - ‘8-K’ for 4/26/24

SEC Info℠

Home

Help

Please Sign In

Kellanova – ‘8-K’ for 4/26/24

On: Wednesday, 5/1/24, at 4:15pm ET · For: 4/26/24 · Accession #: 55067-24-25 · File #: 1-04171

  As Of               Filer                 Filing    For·On·As Docs:Size

 5/01/24  Kellanova                         8-K:5,9     4/26/24   12:252K

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     67K 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     11K 
 7: R1          Cover Page Cover Page                               HTML     56K 
 9: XML         IDEA XML File -- Filing Summary                      XML     12K 
12: XML         XBRL Instance -- k-20240426_htm                      XML     23K 
 8: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 4: EX-101.DEF  XBRL Definitions -- k-20240426_def                   XML     43K 
 5: EX-101.LAB  XBRL Labels -- k-20240426_lab                        XML     85K 
 6: EX-101.PRE  XBRL Presentations -- k-20240426_pre                 XML     44K 
 3: EX-101.SCH  XBRL Schema -- k-20240426                            XSD     13K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               15±    21K 
11: ZIP         XBRL Zipped Folder -- 0000055067-24-000025-xbrl      Zip     24K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C:

k-20240426

i 0000055067 i false i 12/2800000550672024-04-262024-04-260000055067us-gaap:CommonStockMember2024-04-262024-04-260000055067k:A1.000SeniorNotesDue2024Member2024-04-262024-04-260000055067k:A1.250SeniorNotesDue2025Member2024-04-262024-04-260000055067k:A0500SeniorNotesDue2029Member2024-04-262024-04-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM i 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): i April 26, 2024

i Kellanova

(Exact name of registrant as specified in its charter)

i Delaware

i 1-4171

i 38-0710690

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

i 412 N. Wells Street

i Chicago, i Illinois i 60654

(Address of principal executive offices, including zip code)

( i 269) i 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):


i ☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


i ☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


i ☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


i ☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading Symbol(s)	Name of each exchange on which registered
i Common Stock, $.25 par value per share		i K	i New York Stock Exchange
i 1.000% Senior Notes due 2024		i K 24	i New York Stock Exchange
i 1.250% Senior Notes due 2025		i K 25	i New York Stock Exchange
i 0.500% Senior Notes due 2029		i K 29	i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

i ☐	Emerging growth company

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.	☐

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 26, 2024, Kellanova (the "Company") held its Annual Meeting of Shareowners (the “2024 Annual Meeting”). At the 2024 Annual Meeting, the shareowners of the Company approved an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to reflect Delaware law provisions regarding officer exculpation (collectively, the “Amendment”), as further described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 4, 2024. The Amendment became effective upon the filing of the Certificate of Amendment to the Certificate of Incorporation of the Company on April 29, 2024. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment to the Restated Certificate of Incorporation of the Company, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

a) On April 26, 2024, the Company held its 2024 Annual Meeting.

b) Carter Cast, Zack Gund, Don Knauss and Mike Schlotman were re-elected for a three-year term.

Eight matters were voted on at the 2024 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 2024; a management proposal to amend the Company's Restated Certificate of Incorporation to reflect recent Delaware law provisions regarding office exculpation; a shareowner proposal requesting adoption of a policy requiring the Board Chair to be an independent director; a shareowner proposal requesting racial and gender pay gap disclosures; a shareowner proposal requesting the Company report on the risks to the Company associated with pesticide use in its supply chain; and a shareowner proposal requesting the Company reduce greenwashing risk.

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. Carter Cast	278,297,435	2,363,168	544,525	28,683,388
1b. Zack Gund	271,909,536	8,730,110	565,482	28,683,388
1c. Don Knauss	253,573,298	27,068,380	563,450	28,683,388
1d. Mike Schlotman	278,117,054	2,530,632	557,442	28,683,388

	For	Against	Abstentions	Broker Non-Votes
2. Advisory resolution to approve executive compensation was approved	265,316,290	14,636,775	1,252,063	28,683,388

	For	Against	Abstentions
3. Ratification of PwC as the Company's independent registered public accounting firm was approved	290,319,061	18,971,112	598,343

	For	Against	Abstentions	Broker Non-Votes
4. Management proposal to amend the Company’s Restated Certificate of Incorporation to reflect recent Delaware law provisions regarding officer exculpation was approved	252,060,906	28,055,528	1,088,694	28,683,388

	For	Against	Abstentions	Broker Non-Votes
5. Shareowner proposal requesting adoption of a policy requiring the Board Chair to be an independent director was not approved	91,052,736	189,345,917	806,475	28,683,388

	For	Against	Abstentions	Broker Non-Votes
6. Shareowner proposal requesting racial and gender pay gap disclosures was not approved	57,228,887	222,659,006	1,317,235	28,683,388

	For	Against	Abstentions	Broker Non-Votes
7. Shareowner proposal requesting the Company report on the risks to the Company associated with pesticide use in its supply chain was not approved	60,266,751	219,076,682	1,861,695	28,683,388

	For	Against	Abstentions	Broker Non-Votes
8. Shareowner proposal requesting the Company to reduce greenwashing risk was not approved	3,537,685	276,111,644	1,555,799	28,683,388

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

Exhibit 3 .1 Certificate of Amendment to the Restated Certificate of Incorporation of Kellanova

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.


	KELLANOVA

Date: May 1, 2024	/s/ *John Min*
	Name:	John Min
	Title:	Chief Legal Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed on:	5/1/24
	4/29/24	4
For Period end:	4/26/24	DEF 14A, PRE 14A
	3/4/24	DEF 14A, DEFA14A
		List all Filings

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/08/24  Kellanova                         424B5                  2:516K                                   Donnelley … Solutions/FA
 5/07/24  Kellanova                         424B5                  2:554K                                   Donnelley … Solutions/FA
 5/07/24  Kellanova                         424B3                  1:666K                                   Donnelley … Solutions/FA
 5/06/24  Kellanova                         424B3                  1:527K                                   Donnelley … Solutions/FA
 5/06/24  Kellanova                         S-3ASR      5/06/24    7:890K                                   Donnelley … Solutions/FA
 5/02/24  Kellanova                         10-Q        3/30/24   75:8.2M                                   Workiva Inc Wde… FA01/FA

↑Top

Filing Submission 0000055067-24-000025 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)