Lamb Weston Holdings, Inc. (Form: 8-K, Received: 05/25/2021 16:17:16)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 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): May 20, 2021

Lamb Weston Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-37830	61-1797411
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

599 S. Rivershore Lane
Eagle, Idaho		83616
(Address of principal executive offices)		(Zip Code)

	(208) 938-1047
	(Registrant’s telephone number, including area code)
	N/A
	(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:

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

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

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

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
Common Stock, $1.00 par value		LW		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 (§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 ¨

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 24, 2021, Lamb Weston Holdings, Inc. (“we,” “our, “us” or the “Company”) announced the appointment of Bernadette Madarieta as Senior Vice President and Chief Financial Officer, effective August 6, 2021. In this capacity, Ms. Madarieta will serve as the Company’s principal financial officer. The Company also announced that Robert McNutt will retire as Senior Vice President and Chief Financial Officer of the Company, effective August 6, 2021.

Ms. Madarieta, age 46, has over 20 years of experience leading finance teams for publicly traded companies. She has served as the Company’s Vice President and Controller and Principal Accounting Officer since November 2016. Prior to joining the Company, Ms. Madarieta served as Vice President and Controller of Packaging Corporation of America (a containerboard and corrugated packaging manufacturer) from October 2013 to November 2016, and Vice President and Controller at Boise Inc. (a packaging and paper products manufacturer) from February 2011 to October 2013.

In connection with Ms. Madarieta’s appointment, the Compensation Committee of the Board of Directors of the Company approved an annualized base salary of $570,000, an annual bonus target under the Company’s Annual Incentive Plan of 100% of base salary and an annual target opportunity under the Company’s Long-Term Incentive Plan equal to $1,140,000. The terms of Ms. Madarieta’s compensation are summarized in a Letter Agreement, dated as of May 21, 2021 (the “Madarieta Agreement”), a copy of which is attached hereto as Exhibit 10.1. The foregoing description of the Madarieta Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Madarieta Agreement, which is incorporated by reference herein.

There are no transactions between Ms. Madarieta and us that would be reportable under Item 404(a) of Regulation S-K. Ms. Madarieta was not selected pursuant to any arrangement or understanding between her and any other person.

In connection with Mr. McNutt’s retirement, the Compensation Committee approved the pro rata vesting of Mr. McNutt’s outstanding restricted stock units (“RSUs”) and performance share awards (“PSAs”) as described in the “Early Retirement” vesting provisions set forth in the underlying award agreements and subject to his continued compliance with his restrictive covenant obligations. Accordingly, the number of RSUs and PSAs that will vest will be based on the number of days Mr. McNutt was employed during the applicable three-year vesting or performance period, but final payment for the PSAs, if any, will also be based on the final performance certification at the end of the applicable performance cycle for each PSA. The terms of Mr. McNutt’s compensation are summarized in a Letter Agreement, dated as of May 24, 2021 (the “McNutt Agreement”), a copy of which is attached hereto as Exhibit 10.2. The foregoing description of the McNutt Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the McNutt Agreement, which is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description

10.1		Letter Agreement, dated as of May 21, 2021, between Lamb Weston Holdings, Inc. and Bernadette Madarieta

10.2		Letter Agreement, dated as of May 24, 2021, between Lamb Weston Holdings, Inc. and Robert M. McNutt

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	LAMB WESTON HOLDINGS, INC.

	By:	/s/ Eryk J. Spytek
		Name: Eryk J. Spytek
		Title: Senior Vice President and General Counsel
Date: May 25, 2021

Exhibit 10.1

Personal & Confidential

May 20, 2021

Bernadette Madarieta

[Address]

Dear Bernadette,

It is my pleasure to offer you the position of Senior Vice President and Chief Financial Officer at the Lamb Weston office in Eagle, Idaho with a start date of August 6, 2021. The details of this offer are as follows:

Annual Salary: $570,000 payable on a bi-weekly basis, less applicable tax withholding and authorized deductions.

Annual Incentive: You will continue to be eligible to participate in the Annual Incentive Plan applicable to your positions in fiscal year 2021 and fiscal year 2022, in accordance with the plan provisions. The incentive opportunity for this new role will be targeted at 100% of your eligible earnings. For fiscal year 2022, your effective target as a percentage of eligible earnings will be prorated between the new 100% target and your prior target based on time in each role.

Annual Equity Program: You will continue to be eligible to participate in Lamb Weston’s annual equity program. All grant recommendations are subject to approval from the Compensation Committee of the Board of Directors. The annual grant value for this position is currently targeted at $1,140,000 and will become effective with the fiscal year 2022 annual equity program.

Benefits Programs: You will continue to be eligible to participate in the company's benefit programs. Additional details concerning these programs are set forth in official plan documents, which will control, should there be any conflict with this letter.

Voluntary Deferred Compensation Plan: You will continue to be eligible to participate in the Lamb Weston Voluntary Deferred Compensation Plan each year in accordance with the rules of the plan.

Stock Ownership Guidelines: The Company believes that senior management stock ownership demonstrates our commitment to our stockholders. You will be subject to the company’s stock ownership policy for senior executives as adopted by the Compensation Committee of the Board of Directors. The ownership guideline for this position is currently targeted at two times (2x) your base salary. Please refer to the stock ownership guidelines for further detail.

Change of Control Severance Plan: You will be eligible to participate in the Lamb Weston Holdings, Inc. Change of Control Severance Plan (the “Plan”) as a Tier II Participant in the Plan, subject to being an Eligible Employee on the date of a Qualifying Termination and other terms and conditions set forth in the Plan. Additional information about the Plan will be emailed to you upon receipt of your signed offer letter.

We look forward to your favorable response, which you can indicate by signing and returning a copy of this letter. Bernadette, I look forward to your joining the leadership team in this new role. Please contact me or Micheline Carter if you have any questions about this offer.

Sincerely,

/s/ Thomas P. Werner

Tom Werner

CEO, Lamb Weston

Enclosures

cc: Micheline Carter

Offer Acceptance

I accept this offer of employment. In so doing, I understand and agree that my employment with Lamb Weston is at-will, that I am not employed for any specified duration and that my employment may be terminated by myself, or the Company at any time, with or without cause and with or without notice.

Signature

/s/ Bernadette Madarieta

Date

May 21, 2021

Exhibit 10.2

05/20/2021

Robert M. McNutt

[Address]

Re: RETIREMENT

Dear Rob:

We have discussed your decision to retire from your position as Senior Vice President and Chief Financial Officer of Lamb Weston Holdings, Inc. (“Lamb Weston” or the “Company”) on August 6, 2021 (the “Retirement Date”). The Company appreciates the advance notification of your intent to retire which provides ample time to ensure a smooth transition process with your successor.

In recognition of your service to the Company and playing an important role in helping the Company navigate the challenges of operating during the COVID-19 pandemic while building a strong finance team with deep expertise, the Board of Directors of the Company and its Compensation Committee have agreed to provide you with certain enhanced vesting provisions with respect to your outstanding equity awards under the Lamb Weston Holdings, Inc. 2016 Stock Plan.

Subject to your compliance with the conditions set forth in Section 2 below and your continuous employment as the Company’s Senior Vice President and Chief Financial Officer through your Retirement Date, your outstanding equity awards will be subject to the following enhanced vesting provisions:

Restricted Stock Units (“RSUs”). Excluding awards granted within the last twelve (12) months prior to the Retirement Date, if any, and notwithstanding that you would otherwise not be eligible for “Early Retirement” pursuant to the terms of your RSUs, these RSUs will vest on a pro-rated basis as described in the “Early Retirement” vesting provisions set forth in the underlying grant agreements, which will be determined by multiplying the number of RSUs by a fraction, the numerator of which is the total number of calendar days during which you remained employed during the applicable vesting period until the Retirement Date, and the denominator of which is the total number of calendar days during the applicable vesting period. Such portions of the RSUs will be paid within sixty (60) days following your Retirement Date, or such later date as may be required by Section 409A of the Code (as defined in the underlying grant agreements).

Performance Shares (“PSAs”). Excluding awards granted within the last twelve (12) months prior to the Retirement Date, if any, and notwithstanding that you would otherwise not be eligible for “Early Retirement” pursuant to the terms of your PSAs, these PSAs will vest on a pro-rated basis as described in the “Early Retirement” vesting provisions set forth in the underlying grant agreements based on the number of days you are employed during the applicable three-year period thereunder, but final payment for the PSAs, if any, will be based on the final performance certification at the end of the applicable performance cycle for each award. Such portions of the PSAs will be paid on the respective originally scheduled normal payment date of the particular grant of PSAs, or such other date as may be required by Section 409A of the Code (as defined in the underlying grant agreements).

As a condition to, and in consideration for, the enhanced vesting provisions described in Section 1 above, you agree to the following:

You reaffirm and agree to comply, during and following your employment with the Company, with the restrictive covenant obligations (including but not limited to the confidentiality, non-competition and non-solicitation provisions) set forth in Annex B to the Executive Change of Control Severance Plan Participation Agreement between you and the Company, dated as of October 19, 2017, notwithstanding that you will not be receiving any severance under such plan.

You agree to make yourself reasonably available to Lamb Weston and to provide reasonable assistance and cooperation in the event that the Company needs your assistance following your retirement.

You agree that you will execute (and not revoke) a general release of claims against the Company in the Company’s standard (and then-current) form (which will be provided to you at the time of your retirement) no later than 60 days following your Retirement Date.

If the above meets with your agreement, please sign and return one copy of this letter to me. An executed copy will be returned to you. Note that, except as otherwise specifically provided in this letter agreement, the terms and conditions of your RSUs and PSAs will continue to be governed in accordance with their existing terms.

Thank you again for your service to the Company.

Sincerely,

/s/ Thomas P. Werner

Thomas P. Werner

President and Chief Executive Officer

Lamb Weston Holdings, Inc.

ACCEPTED AND AGREED TO BY:

Signature – Robert M. McNutt Date May 24, 2021

/s/ Robert M. McNutt

Printed Name	Employee ID