Registrant’s telephone number, including area code: (i314) i644-7600
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:
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
iCommon
Stock, $0.01 par value per share
iPOST
iNew 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 (§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 i☐
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 8.01. Other Events.
On August 31, 2022, the Board of Directors (the “Board”) of Post Holdings, Inc. (the “Company”) approved, effective September 3, 2022 (the “Effective Date”), a $300 million share repurchase authorization (the “New Authorization”) and cancelled, effective September
2, 2022, its existing $400 million share repurchase authorization, which was approved by the Board on November 17, 2021 and became effective on November 20, 2021 (the “Existing Authorization”). The Company had repurchased approximately $354 million of shares of common stock under the Existing Authorization as of September 2, 2022. The New Authorization extends for a two-year period beginning on the Effective Date, and the Company may begin repurchasing shares under the New Authorization on September 3, 2022. Repurchases may be made from time to time in the open market, in private purchases,
through forward, derivative, accelerated repurchase or automatic purchase transactions, or otherwise. The shares would be repurchased with cash on hand and cash from operations. Any shares repurchased would be held as treasury stock. The New Authorization does not, however, obligate the Company to acquire any particular amount of shares, and repurchases may be suspended or terminated at any time at the Company’s discretion. A press release announcing the approval of the New Authorization and the cancellation of the Existing Authorization is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)
2
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.
