--- schema_version: "secwatch.filing_event.v1" accession: "0000055067-24-000025" form_type: "8-K" ticker: null cik: "0000055067" company_name: "KELLANOVA" filed_at: "2024-05-01T23:59:59+00:00" generated_at: "2026-06-03T03:26:14.892078+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Kellanova shareholders approve officer exculpation amendment, reject four shareholder proposals ## Summary - Shareholders approved amendment to certificate of incorporation adding officer exculpation under Delaware law; effective April 29, 2024. - Directors Carter Cast, Zack Gund, Don Knauss, and Mike Schlotman re-elected to three-year terms. - Advisory resolution approving executive compensation passed; ratification of PwC as auditor for FY2024 approved. - All four shareholder proposals (independent board chair, pay gap disclosures, pesticide risk report, greenwashing risk) were rejected. ## SEC filing metadata - accession: 0000055067-24-000025 - form_type: 8-K - cik: 0000055067 - company_name: KELLANOVA - filed_at: 2024-05-01T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/55067/000005506724000025/0000055067-24-000025-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/55067/000005506724000025/k-20240426.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000055067-24-000025 - JSON: https://secwatch.observer/filing/0000055067-24-000025.json - Plain text: https://secwatch.observer/filing/0000055067-24-000025.txt ## Key facts - Governance Changes KELLANOVA: Amended Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation (effective 2024-04-29). - Change: charter amendment - Effective: 2024-04-29 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000005506724000025/0000055067-24-000025-index.htm - Shareholder Votes KELLANOVA shareholders approved Advisory resolution to approve executive compensation at the 2024-04-26 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000005506724000025/0000055067-24-000025-index.htm - Shareholder Votes KELLANOVA shareholders rejected Shareowner proposal requesting the Company report on the risks to the Company associated with pesticide use in its supply chain at the 2024-04-26 meeting. - Outcome: failed - Meeting: 2024-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000005506724000025/0000055067-24-000025-index.htm - Shareholder Votes KELLANOVA shareholders rejected Shareowner proposal requesting racial and gender pay gap disclosures at the 2024-04-26 meeting. - Outcome: failed - Meeting: 2024-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000005506724000025/0000055067-24-000025-index.htm - Shareholder Votes KELLANOVA shareholders approved Management proposal to amend the Company's Restated Certificate of Incorporation to reflect recent Delaware law provisions regarding officer exculpation at the 2024-04-26 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000005506724000025/0000055067-24-000025-index.htm - Shareholder Votes KELLANOVA shareholders approved Ratification of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm at the 2024-04-26 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000005506724000025/0000055067-24-000025-index.htm - Shareholder Votes KELLANOVA shareholders approved Election of Directors at the 2024-04-26 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000005506724000025/0000055067-24-000025-index.htm - Shareholder Votes KELLANOVA shareholders rejected Shareowner proposal requesting adoption of a policy requiring the Board Chair to be an independent director at the 2024-04-26 meeting. - Outcome: failed - Meeting: 2024-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000005506724000025/0000055067-24-000025-index.htm - Shareholder Votes KELLANOVA shareholders rejected Shareowner proposal requesting the Company reduce greenwashing risk at the 2024-04-26 meeting. - Outcome: failed - Meeting: 2024-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000005506724000025/0000055067-24-000025-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.