8-K
filed January 30, 2024, 6:59 PM ET
ticker POST
CIK 0001530950
other material
confidence high
sentiment neutral
materiality 0.40
Post Holdings shareholders approve declassification of Board, annual elections start 2025
Post Holdings, Inc.
- Shareholders approved amendment eliminating classified board; all directors will stand for annual election starting at 2025 annual meeting.
- Three director nominees elected with >96% of votes cast: Stiritz 98.2%, Erb 96.3%, Kuperman 99.05%.
- PricewaterhouseCoopers ratified as independent auditor for FY2024 with 99.17% of votes cast.
- Non-binding say-on-pay proposal approved with 87.74% of votes cast.
- Quorum of 55.4M shares (91.52%) represented at the January 25, 2024 virtual annual meeting.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Post Holdings, Inc.: Corresponding amendment and restatement of bylaws to remove classified board references and make conforming changes (effective 2024-01-26).
- Change
- bylaw amendment
- Effective
- 2024-01-26
Exact text from the filing
a corresponding amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “seventh Amended and Restated Bylaws”), which was previously approved by the Company’s Board of Directors, subject to shareholder approval of the Articles Amendment and to be effective upon filing of the Articles Amendment with the Secretary of State of the State of Missouri, became effective
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Post Holdings, Inc.: Amendment to declassify the Board of Directors and provide for annual election of directors beginning at the 2025 annual meeting (effective 2024-01-26).
- Change
- charter amendment
- Effective
- 2024-01-26
Exact text from the filing
shareholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation (the “Articles Amendment”) to declassify the Company’s Board of Directors and provide for the annual election of directors commencing at the Company’s 2025 annual meeting of shareholders
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Post Holdings, Inc. shareholders approved Advisory Vote on Executive Compensation at the 2024-01-25 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-01-25
Exact text from the filing
Proposal 3 : The Company’s executive compensation, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 11, 2023, was approved by the non-binding advisory votes of the shareholders set forth in the table below: For Against Abstain Broker Non-Votes Percentage of Votes Cast For 42,884,063 5,820,334 169,630 6,524,177 87.74%
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Post Holdings, Inc. shareholders approved Approval of Amendment to the Articles of Incorporation to Declassify the Board of Directors at the 2024-01-25 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-01-25
Exact text from the filing
Proposal 4 : The Company’s proposed amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to declassify the Company’s Board of Directors by eliminating its three classes and providing for the annual election of directors commencing at the Company’s 2025 annual meeting of shareholders was approved by the shareholders, by the votes set forth in the table below: For Against Abstain Broker Non-Votes Percentage of Outstanding Shares Approving the Articles Amendment 48,670,643 41,676 161,708 6,524,177 80.41%
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Post Holdings, Inc. shareholders approved Election of Directors at the 2024-01-25 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2024-01-25
Exact text from the filing
Proposal 1: All of the nominees for director were elected to serve until the Company’s annual meeting of shareholders to be held in 2025 or until their respective successors are elected and qualified, by the votes set forth in the table below: Nominee For Against Abstain Broker Non-Votes Percentage of Votes Cast For William P. Stiritz 47,995,987 721,619 156,421 6,524,177 98.20% Thomas C. Erb 47,065,246 1,637,409 171,372 6,524,177 96.30% Jennifer Kuperman 48,410,256 310,103 153,668 6,524,177 99.05%
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Post Holdings, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2024-01-25 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2024-01-25
Exact text from the filing
Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024 was ratified by the shareholders, by the votes set forth in the table below: For Against Abstain Uncast Percentage of Votes Cast For 54,935,790 305,937 156,472 5 99.17%
View on SEC.gov
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