secwatch / observer
8-K filed October 2, 2023, 7:59 PM ET CIK 0001959348
other material confidence high sentiment neutral materiality 0.75

WK Kellogg Co: M&A transaction — WK Kellogg completes spin-off from Kellanova; becomes independent public company

WK Kellogg Co

item 1.01item 2.01item 2.03item 3.03item 5.01item 5.02item 5.03item 8.01item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Sherry Brice

Chief Supply Chain Officer
WK Kellogg Co
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Sherry Brice was appointed to serve as the Chief Supply Chain Officer of WK Kellogg
Appointed

Doug VanDeVelde

Chief Growth Officer
WK Kellogg Co
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Doug VanDeVelde was appointed to serve as the Chief Growth Officer of WK Kellogg
Departed

Norma Barnes-Euresti

Director
WK Kellogg Co
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Effective upon the consummation of the Distribution, Gordon Paulson and Norma Barnes-Euresti (collectively, the “ Resigning Directors ”) resigned from the Board of Directors
Appointed

Bruce Brown

Chief Customer Officer
WK Kellogg Co
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Bruce Brown was appointed to serve as the Chief Customer Officer of WK Kellogg
Appointed

Gary Pilnick

Chief Executive Officer
WK Kellogg Co
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
effective as of the consummation of the Distribution, Gary Pilnick was appointed to serve as the Chief Executive Officer of WK Kellogg
Appointed

Gary Pilnick

Chair of the Board
WK Kellogg Co
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Gary Pilnick was appointed Chair of the Board effective as of the consummation of the Distribution.
Appointed

Julio Nemeth

Director
WK Kellogg Co
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
Appointed

Michael Corbo

Director
WK Kellogg Co
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
Appointed

Zack Gund

Director
WK Kellogg Co
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
Appointed

R. David Banyard

Director
WK Kellogg Co
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
Appointed

Mindy Sherwood

Director
WK Kellogg Co
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
Departed

Gordon Paulson

Director
WK Kellogg Co
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Effective upon the consummation of the Distribution, Gordon Paulson and Norma Barnes-Euresti (collectively, the “ Resigning Directors ”) resigned from the Board of Directors
Appointed

Norma Barnes-Euresti

Chief Legal Officer and Secretary
WK Kellogg Co
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
effective as of the consummation of the Distribution, Gary Pilnick was appointed to serve as the Chief Executive Officer of WK Kellogg, Norma Barnes-Euresti was appointed to serve as the Chief Legal Officer and Secretary of WK Kellogg
Appointed

Ramón Murguía

Director
WK Kellogg Co
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.9

Sherry Brice was appointed as Chief Supply Chain Officer at WK Kellogg Co.

Action
appointed
Role
Chief Supply Chain Officer
Exact text from the filing
Sherry Brice was appointed to serve as the Chief Supply Chain Officer of WK Kellogg
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

Doug VanDeVelde was appointed as Chief Growth Officer at WK Kellogg Co.

Action
appointed
Role
Chief Growth Officer
Exact text from the filing
Doug VanDeVelde was appointed to serve as the Chief Growth Officer of WK Kellogg
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

Norma Barnes-Euresti resigned as Director at WK Kellogg Co.

Action
resigned
Role
Director
Exact text from the filing
Effective upon the consummation of the Distribution, Gordon Paulson and Norma Barnes-Euresti (collectively, the “ Resigning Directors ”) resigned from the Board of Directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

Bruce Brown was appointed as Chief Customer Officer at WK Kellogg Co.

Action
appointed
Role
Chief Customer Officer
Exact text from the filing
Bruce Brown was appointed to serve as the Chief Customer Officer of WK Kellogg
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

Gary Pilnick was appointed as Chief Executive Officer at WK Kellogg Co.

Action
appointed
Role
Chief Executive Officer
Exact text from the filing
effective as of the consummation of the Distribution, Gary Pilnick was appointed to serve as the Chief Executive Officer of WK Kellogg
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

Gary Pilnick was appointed as Chair of the Board at WK Kellogg Co.

Action
appointed
Role
Chair of the Board
Exact text from the filing
Gary Pilnick was appointed Chair of the Board effective as of the consummation of the Distribution.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

Julio Nemeth was appointed as Director at WK Kellogg Co.

Action
appointed
Role
Director
Exact text from the filing
Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

Michael Corbo was appointed as Director at WK Kellogg Co.

Action
appointed
Role
Director
Exact text from the filing
Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

Zack Gund was appointed as Director at WK Kellogg Co.

Action
appointed
Role
Director
Exact text from the filing
Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

R. David Banyard was appointed as Director at WK Kellogg Co.

Action
appointed
Role
Director
Exact text from the filing
Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

Mindy Sherwood was appointed as Director at WK Kellogg Co.

Action
appointed
Role
Director
Exact text from the filing
Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

Gordon Paulson resigned as Director at WK Kellogg Co.

Action
resigned
Role
Director
Exact text from the filing
Effective upon the consummation of the Distribution, Gordon Paulson and Norma Barnes-Euresti (collectively, the “ Resigning Directors ”) resigned from the Board of Directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

Norma Barnes-Euresti was appointed as Chief Legal Officer and Secretary at WK Kellogg Co.

Action
appointed
Role
Chief Legal Officer and Secretary
Exact text from the filing
effective as of the consummation of the Distribution, Gary Pilnick was appointed to serve as the Chief Executive Officer of WK Kellogg, Norma Barnes-Euresti was appointed to serve as the Chief Legal Officer and Secretary of WK Kellogg
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

Ramón Murguía was appointed as Director at WK Kellogg Co.

Action
appointed
Role
Director
Exact text from the filing
Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

WK Kellogg Co: Amended and Restated Bylaws effective on October 2, 2023 immediately prior to the Distribution (effective 2023-10-02).

Change
bylaw amendment
Effective
2023-10-02
Exact text from the filing
its Amended and Restated Bylaws became effective on October 2, 2023 immediately prior to the Distribution
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

WK Kellogg Co: Amended and Restated Certificate of Incorporation effective at 11:59 pm ET on October 1, 2023 (effective 2023-10-01).

Change
charter amendment
Effective
2023-10-01
Exact text from the filing
WK Kellogg’s Amended and Restated Certificate of Incorporation became effective at 11:59 pm ET on October 1, 2023
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

WK Kellogg Co completed a disposition involving WK Kellogg Co (closed 2023-10-02).

Action
disposition
Counterparty
WK Kellogg Co
Closing
2023-10-02
Exact text from the filing
On the Distribution Date, Kellanova completed the previously announced Spin-Off of WK Kellogg.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

WK Kellogg Co entered into Tax Matters Agreement with Kellanova valued at Tax Matters Agreement between Kellanova and WK Kellogg (effective 2023-09-29).

Action
entry
Counterparty
Kellanova
Value
Tax Matters Agreement between Kellanova and WK Kellogg
Effective
2023-09-29
Exact text from the filing
Tax Matters Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.5 hereto and incorporated by reference herein.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

WK Kellogg Co entered into Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Property Agreement with Kellanova valued at Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Propert (effective 2023-09-29).

Action
entry
Agreement
license
Counterparty
Kellanova
Value
Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Propert
Effective
2023-09-29
Exact text from the filing
Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Property Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.4 hereto and incorporated by reference herein.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

WK Kellogg Co entered into Separation and Distribution Agreement with Kellanova valued at Separation and Distribution Agreement between Kellanova and WK Kellogg (effective 2023-09-29).

Action
entry
Agreement
supply
Counterparty
Kellanova
Value
Separation and Distribution Agreement between Kellanova and WK Kellogg
Effective
2023-09-29
Exact text from the filing
Separation and Distribution Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg (the " Separation and Distribution Agreement "), a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

WK Kellogg Co entered into Transition Services Agreement with Kellanova valued at Transition Services Agreement between Kellanova and WK Kellogg (effective 2023-09-29).

Action
entry
Counterparty
Kellanova
Value
Transition Services Agreement between Kellanova and WK Kellogg
Effective
2023-09-29
Exact text from the filing
Transition Services Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.6 hereto and incorporated by reference herein.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

WK Kellogg Co entered into Supply Agreement with Kellanova valued at Supply Agreement between Kellanova and WK Kellogg (effective 2023-09-29).

Action
entry
Agreement
supply
Counterparty
Kellanova
Value
Supply Agreement between Kellanova and WK Kellogg
Effective
2023-09-29
Exact text from the filing
Supply Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

WK Kellogg Co entered into Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellectual Property Agreement with Kellanova valued at Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellec (effective 2023-09-29).

Action
entry
Agreement
license
Counterparty
Kellanova
Value
Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellec
Effective
2023-09-29
Exact text from the filing
Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellectual Property Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.3 hereto and incorporated by reference herein.
View on SEC.gov

42 governance changes filed in the last 30 days. Browse all governance changes →

Source: SEC EDGAR
accession 0001193125-23-249064
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