KELLOGG CO (Form: 8-K, Received: 09/28/2017 08:38:43)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): September 22, 2017

Kellogg Company

(Exact name of registrant as specified in its charter)




Delaware	1-4171	38-0710690
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Kellogg Square

Battle Creek, Michigan 49016-3599

(Address of principal executive offices, including zip code)

(269) 961-2000

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2 below):



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



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



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



o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



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		o

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.	o

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

Kellogg Company (the “Company”) announced that on October 1, 2017, John Bryant will retire from the position of Chief Executive Officer and President of the Company. Steve Cahillane will succeed Mr. Bryant as Chief Executive Officer and President and become a director of the Company, both on October 2, 2017 (the “Start Date”). In connection with his election, the size of the Board will be increased from 13 to 14 members and Mr. Cahillane will fill the vacancy. Mr. Cahillane’s initial director term expires at the 2020 annual meeting of shareowners.

Mr. Bryant will continue as Executive Chairman of the Board for a transition period through March 15, 2018, at the end of which he will retire from the Board and remain with the Company to ensure an orderly transition of the business. Mr. Cahillane will succeed Mr. Bryant as Chairman, effective March 16, 2018. As a non-independent director, Mr. Cahillane is not expected to serve on any committees of the Board other than the executive committee. A copy of our press release, dated September 28, 2017, announcing the transition is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Don Knauss will continue to serve as the Board’s Lead Independent Director.

Biography of Mr. Cahillane . Mr. Cahillane, 52, has served as Chief Executive Officer and President, and as member of the board of directors, of Alphabet Holding Company, Inc., and its wholly-owned operating subsidiary, The Nature’s Bounty Co., since September 8, 2014. Prior to that, Mr. Cahillane served as Executive Vice President of The Coca Cola Company from February 2013 to February 2014 and President of Coca-Cola Americas, the global beverage maker’s largest business, with $25 billion in annual sales at that time, from January 2013 to February 2014. Mr. Cahillane served as President of various Coca-Cola operating groups from 2007 to 2012. From 2003 until 2005, Mr. Cahillane served as the Chief Executive for Interbrew UK and Ireland, a division of InBev S.A and from 2005 to 2007 he served as the Chief Commercial Officer of InBev S.A.

As a result of these professional and other experiences, Mr. Cahillane possesses particular knowledge and experience in a variety of areas, including accounting and financial acumen, risk management, innovation and research and development, branded consumer products and consumer dynamics, regulatory and government that strengthens the Board's collective knowledge, capabilities and experience.

Compensation of Mr. Cahillane . In connection with Mr. Cahillane’s appointment as Chief Executive Officer and President, the independent members of the Board approved Mr. Cahillane’s compensation, effective on the Start Date and set forth in his letter agreement (the “Cahillane Letter”) and described below. The below description is qualified in its entirety by reference to the complete terms and conditions of the Cahillane Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Mr. Cahillane’s annual compensation includes an annual base salary of $1,250,000, target annual incentive under the Company’s Annual Incentive Plan (the “Annual Incentive Plan”) of 150% of annual base salary, and a target annual long-term equity grant of $7,000,000 for 2018. Mr. Cahillane’s 2017 Annual Incentive Plan award will be prorated based on his Start Date and will be paid at target.

On the Start Date, Mr. Cahillane will receive a one-time award of 47,350 restricted stock units (RSUs) with 3-year cliff vesting and a one-time cash sign-on payment of $1,500,000. The cash award is payable in a lump sum subject to repayment under certain circumstances.

Additionally, Mr. Cahillane will be eligible for benefits and perquisites similar to those provided to other senior executives, including participation in the Company’s health, welfare and other benefit plans, participation in the Kellogg Savings and Investment (S&I) Plan, relocation benefits, financial and tax planning, annual executive physical, Directors and Officers liability insurance, group personal excess insurance, and participation in the Company’s Severance Benefit Plan and Change in Control Policy.

Compensation of Mr. Bryant . In connection with Mr. Bryant retiring from the position of Chief Executive Officer and President of the Company, the Company entered into a letter agreement (the “Bryant Letter”) with Mr. Bryant pursuant to which he will continue to serve as Executive Chairman. The below description is qualified in its entirety by reference to the complete terms and conditions of the Bryant Letter, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Mr. Bryant will continue to be paid at his current base salary, however, he will not (i) from the Start Date, be eligible for any bonus awards under the 2018 or subsequent Annual Incentive Plans, (ii) receive any additional stock options, executive performance plan (EPP) shares or any other long-term incentives, or (iii) be a participant in the Company’s Change of Control Policy. Beginning on the date Mr. Bryant retires from his role as Executive Chairman, he will be paid at a rate of $50,000 annually.

Mr. Bryant will remain eligible to receive his bonus under the Company’s 2017 Annual Incentive Plan, and he will retain the equity awards that have been previously awarded to him. Mr. Bryant’s equity awards will vest on a prorated basis through the last day that he is the Chief Executive Officer of the Company. The 2017 Annual Incentive Plan and EPP payouts will be based on actual performance, and will be paid at the time other participants receive their payouts. From the Start Date through the period Mr. Bryant is employed with the Company, he will no longer vest in any other stock options or EPP awards. Mr. Bryant will also remain eligible to participate in the Company’s health, welfare and benefit plans, however beginning on the date Mr. Bryant retires from his role as Executive Chairman, (i) he will not receive any “service credit” under the pension benefit formula of the Kellogg Company Supplemental Retirement Plan, the Kellogg Company Excess Benefit Plan and/or the Kellogg Company Key Executive Benefits Plan (the “Pension Plans”) for his continued employment and (ii) none of his compensation received after such date (other than his bonus under the Company’s 2017 Annual Incentive Plan) would be considered when determining pension benefits under the Pension Plans.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit 10.1 Letter agreement with Steve Cahillane, dated September 22, 2017

Exhibit 10.2 Letter agreement with John Bryant, dated September 22, 2017

Exhibit 99.1 Press release dated September 28, 2017

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.




		KELLOGG COMPANY

Date: September 28, 2017		/s/ Gary H. Pilnick
		Name: Gary H. Pilnick
		Title: Vice Chairman

Exhibit 10.1

Private & Confidential

September 22, 2017

Steve Cahillane

Dear Steve,

We are very excited that you have agreed to be the Chief Executive Officer (CEO) of Kellogg Company and to serve as a member of the Company’s Board of Directors. As we have discussed, you will join the Company as CEO and Director effective October 2, 2017 (Start Date), and, beginning March 16, 2018, you will also serve as the Chairman of the Board. You will be located at our Battle Creek Headquarters.

The purpose of this letter is to outline your compensation and other related matters.

Base Salary . Your starting salary will be $1,250,000 per year. Under the Kellogg Company Executive Compensation Deferral Plan, all base salary in excess of $950,000 per year will be subject to mandatory deferral in stock units.

Annual Incentive Plan (AIP) . You are eligible to participate in the AIP. The current AIP target award is 150% of your base salary and you will be eligible to participate effective on your Start Date. Your 2017 AIP award will be pro-rated based on your Start Date and paid at target, at the same time as other participants on the plan receive their payments.

Long-Term Incentive Plan . You will be eligible to participate in the Kellogg Company Long-Term Incentive (LTI) Plan in 2018. Awards are granted annually and your target is $7,000,000. Your first annual LTI award date will be in February 2018. To receive an award, you must be an active employee on the grant date. Each year, annual targets, award types and mix for the LTI plan are reviewed and may be adjusted as appropriate.

Current Kellogg LTI awards consist of a combination of 40% stock options and 60% Executive Performance Plan (“EPP”) shares, and as noted above, the delivery mix is subject to change as awards are finalized in February 2018.


•	Stock options give you the right to purchase shares of Kellogg Company stock, once vested, at the grant price. Stock options vest 1/3rd each year over 3 years and have a term of 10 years.


•	The Executive Performance Plan is a 3-year plan paid in the form of performance shares at the end of each three-year performance period. The payout can vary between 0% and 200% of target, based on company performance. Each year, a new 3-year plan is initiated.

Please refer to the accompanying ‘Long Term Incentive Plan Guide for Senior Executives’ for more information on Kellogg LTI awards.

Annual LTI awards are contingent upon the approval of the Board of Directors and are subject to provisions in the Kellogg Long-Term Incentive Plan and the Terms and Conditions that accompany the award.

2017 Equity Awards . You will receive a one-time, restricted stock unit (RSU) award of 47,350 units with 3-year cliff vesting. The grant date will coincide with your first day of employment. This award is subject to our New Hire RSU terms and conditions, which include vesting three years from the grant date.

Sign-On Payment . You will receive a one-time cash sign-on payment of $1,500,000, before tax. You will be required to sign a reimbursement agreement prior to the execution of this payment. Please note that your cash sign-on payment is subject to the terms of your reimbursement agreement.

Kellogg Company / Corporate Headquarters

One Kellogg Square / P.O. Box 3599 / Battle Creek, Michigan 49016-3599 (269) 961-2000

Share Ownership Guidelines . You will be required to own 6 times your salary in Kellogg Company common stock within 5 years of your hire date, and will be subject to the share ownership guidelines policy.

Benefits . You will be eligible for benefits and perquisites similar to those provided to other senior executives, including participation in the Company’s health, welfare and other benefit plans, participation in the Kellogg Savings and Investment (S&I) Plan, relocation benefits, financial and tax planning, annual executive physical, Directors and Officers liability insurance, group personal excess insurance, and participation in the Company’s Severance Benefit Plan and Change in Control Policy.

Under Kellogg Company policy, all employment is at-will and any exceptions must be in writing and approved by the Board of Directors. As an at-will employee, nothing in this letter agreement creates an employment contract for any specified period of time. Your employment and compensation can be terminated with or without cause and with or without notice at any time by either you or the Company.

Section 409A of the Code . This letter agreement is intended to comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and shall be limited, construed and interpreted in accordance with such intent. To the extent that any benefit provided under this letter agreement is subject to Section 409A of the Internal Revenue Code, it shall be paid in a manner that will comply with Section 409A of the Code, including the final treasury regulations or any other official guidance issued by the Secretary of the Treasury or the Internal Revenue Service with respect thereto. Notwithstanding any contrary provision in the this letter agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A of the Code) that are otherwise required to be made under this letter agreement to a “specified employee” (as defined under Section 409A of the Code) as a result of the employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in this letter agreement) upon expiration of such delay period. Any provision of this letter agreement that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void.

Entire Agreement . The letter agreement constitutes the entire agreement between the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. The provisions of this letter agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. This letter agreement shall be binding upon and inure to the benefit of any successors or assigns of the Company.

Steve, we are very excited about the prospect of you joining our team, and I am confident Kellogg Company will provide the professional opportunity and challenge you desire. Upon execution of this letter agreement, it will become a binding agreement between you and the Company.

Sincerely,

/s/ Don Knauss

Don Knauss, Lead Director

Acknowledged and agreed this

22nd day of September 2017

/s/ Steve Cahillane

Steve Cahillane

Kellogg Company / Corporate Headquarters

One Kellogg Square / P.O. Box 3599 / Battle Creek, Michigan 49016-3599 (269) 961-2000

Exhibit 10.2

September 22, 2017

John Bryant

Kellogg Company

One Kellogg Square

Battle Creek, MI 49017

Dear John,

On behalf of the Board of Directors, we respect your desire to retire as the Chief Executive Officer of the Kellogg Company (the “Company”). We are very pleased that you will continue as Executive Chairman of the Board through March 15, 2018, to help ensure an orderly transition of the business. John, we appreciate all the contributions that you have made to the Company over the years, and are delighted that you will play an important role for the Company as Steve transitions into his role as the next Chief Executive Officer of the Company.

As we discussed, on October 2, 2017, (the “Start Date”), Steve will assume the role of CEO, and you will continue to serve as Executive Chairman. You will be paid at your current base salary, however, you will not (i) from the Start Date, be eligible for any bonus awards under the 2018 or subsequent Annual Incentive Plans, (ii) receive any additional stock options, executive performance plan (EPP) shares or any other long-term incentives, or (iii) be a participant in the Company’s Change of Control Policy (consequently your Agreement dated September 12, 2002, as amended, is hereby terminated). Beginning on the date you retire from your role as Executive Chairman, you will continue as an employee of the Company to assist in the transition of the business and be paid at a rate of $50,000 annually. Similar to any other employee, your employment is “at will” and may be terminated by either party at any time.

You will remain eligible to receive your bonus under the Kellogg Company 2017 Annual Incentive Plan, based on the terms of the plan, and you will retain the equity awards (the “Equity Awards”) that have been previously awarded to you. You will receive prorated vesting of your Equity Awards through the last day that you are CEO of the Company and otherwise each Equity Award will be subject to the terms of the relevant plans. The bonus and EPP payouts will be based on actual performance, and will be paid at the time other participants receive their payouts. From the Start Date through the period you are employed with the Company (the “Employment Period”), you will no longer vest in any other stock options or EPP awards.

During the Employment Period, you will remain eligible to participate in the Company’s health, welfare and benefit plans for which you currently are a participant, as in effect from time to time such as the Company’s life insurance, employee and retiree medical insurance, the Pension Plans (as defined below), dental plan, and savings and investment plan. In addition, you acknowledge and agree that commencing on the date you retire from your role as Executive Chairman, (i) you will not receive any “service credit” under the pension benefit formula of the Kellogg Company Supplemental Retirement Plan, the Kellogg Company Excess Benefit Plan and/or the Kellogg Company Key Executive Benefits Plan (the “Pension Plans”) for your continued employment and (ii) none of your compensation received after such date (other than your bonus under the Kellogg Company 2017 Annual Incentive Plan) would be considered when determining pension benefits under the Pension Plans. You acknowledge that you will not be entitled to additional compensation or benefits from the Company other than as set forth or described in this letter (this “Agreement”) or other benefits vested and accrued as of the end of the Employment Period.


•	Other

a. You agree that, for a period beginning at the end of the Employment Period and ending on the second anniversary of such date (the “Restricted Period”), you shall not, without the prior written consent of either the CEO or the Chief Human Resources Officer and General Counsel of the Company:


i.	directly or indirectly, accept any employment, consult for or with, or otherwise provide or perform any services of any nature to, for or on behalf of any person, firm, partnership, corporation or other

Kellogg Company / Corporate Headquarters

One Kellogg Square / P.O. Box 3599 / Battle Creek, Michigan 49016-3599 (269) 961-2000

business or entity that manufactures, produces, distributes, sells or markets any of the Products (as hereinafter defined) in the Geographic Area (as hereinafter defined); or


ii.	directly or indirectly, permit any business, entity or organization which you, individually or jointly with others, owns, manages, operates, or controls, to engage in the manufacture, production, distribution, sale or marketing of any of the Products in the Geographic Area.

For purposes of this Paragraph, the term “Products” shall mean ready-to-eat cereal products, hot cereal products, toaster pastries, breakfast, protein or meal replacement beverages, cereal bars, granola bars, frozen waffles, frozen pancakes, fruit snacks, crispy marshmallow squares, cookies, crackers, ice cream cones, salty snacks, any other grain-based convenience food, or meat substitutes or potato-based products; the term “Geographic Area” shall mean any country in the world where the Company manufactures, produces, distributes, sells or markets any of the Products at any time during the applicable Restricted Period.

You agree that during the Restricted Period, you shall not, without the prior written consent of the CEO, Chief Human Resources Officer and General Counsel of the Company, directly or indirectly employ, or solicit the employment of (whether as an employee, officer, director, agent, consultant or independent contractor) any person who is or was at any time during the year prior to such employment or solicitation an officer, director, or employee of the Company (except for solicitation pursuant to an advertisement of general solicitation not directed at such parties).

b. In consideration of the compensation and benefits provided pursuant to this Agreement, the sufficiency of which is hereby acknowledged, you, for yourself and for any person who may claim by or through you, irrevocably and unconditionally release, waive and forever discharge the Company and its past, present and future subsidiaries, divisions, affiliates, successors, and their respective officers, directors, attorneys, agents and employees, from any and all claims or causes of action that you had, have or may have, known or unknown, relating to your employment with the Company up until the date of this Agreement, including but not limited to, any claims arising under Title VII of the Civil Rights Act of 1964, as amended, Section 1981 of the Civil Rights Act of 1866, as amended, the Civil Rights Act of 1991, as amended, the Family and Medical Leave Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act, the Employee Retirement Income Security Act; claims under any other federal, state or local statute, regulation or ordinance; claims for discrimination or harassment of any kind, breach of contract or public policy, wrongful or retaliatory discharge, defamation or other personal or business injury of any kind; and any and all other claims to any form of legal or equitable relief, damages, compensation or benefits (except rights you may have under the Employee Retirement Income Security Act of 1974 to recover any vested benefits), or for attorney’s fees or costs. You additionally waive and release any right you may have to recover in any lawsuit or proceeding against the Company brought by you, an administrative agency, or any other person on your behalf or which includes you in any class. You understand that you are entitled to consider this Agreement for at least twenty-one (21) days before signing it. However, after due deliberation, you may elect to sign this Agreement without availing yourself of the opportunity to consider its provisions for at least twenty-one (21) days. You hereby acknowledge that any decision to shorten the time for considering this Agreement prior to signing it is voluntary, and such decision is not induced by or through fraud, misrepresentation, or a threat to withdraw or alter the provisions set forth in this Agreement in the event you elected to consider this Agreement for at least twenty-one (21) days prior to signing it. You understand that you may revoke this Agreement as it relates to any potential claim that could be brought or filed under the Age Discrimination in Employment Act, 29 U.S.C. §§621-634, within seven (7) days after the date on which you sign this Agreement, and that this Agreement as it relates to such a claim does not become effective until the expiration of the seven (7) day period. In the event that you to revoke this Agreement within the seven (7) day period, you understand that you must provide such revocation in writing to the Company, Attn: General Counsel.

c. You agree not to engage in any form of conduct or make any statements or representations that disparage, portray in a negative light, or otherwise impair the reputation, goodwill or commercial interests of the Company, or its past, present and future subsidiaries, divisions, affiliates, successors, officers, directors, attorneys, agents and employees. Notwithstanding this limitation, you and the Company agree that nothing in this Agreement prohibits you from filing a charge or otherwise cooperating or participating in an investigation or proceedings with any federal, state,

Kellogg Company / Corporate Headquarters

One Kellogg Square / P.O. Box 3599 / Battle Creek, Michigan 49016-3599 (269) 961-2000

or local agency and that this Agreement does not limit or extinguish your right to receive an award for information provided to the Securities and Exchange Commission.

d. You acknowledge and agree that in the course of employment with the Company, you have and will acquire confidential information that includes, by way of example only, trade secrets (including organizational charts, reporting relationships, employee information such as credentials, individual performance, skill sets, salaries and background information), ideas, inventions, methods, designs, formulas, systems, improvements, prices, discounts, business affairs, products, product specifications, manufacturing processes, data and know-how and technical information of any kind whatsoever unless such information has been publicly disclosed by authorized officials of the Company. You agree that you will not, except as authorized in writing on behalf of the Company, use, publish or disclose or authorize anyone to use, publish or disclose, any secret or confidential information or knowledge concerning the business of the Company.

e. This letter and the agreements herein will be interpreted to avoid any penalty sanctions under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and to deliver the full economic value of all the benefits provided herein. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. Upon your request, the Company agrees to make any changes to this letter and the agreements herein that will assure that no sanctions will be imposed under Section 409A of the Code.

f. You represent and warrant that you have not sold, assigned, transferred, conveyed or otherwise disposed of to any third party, by operation of law or otherwise, any action, cause of action, debt, obligation, contract, agreement, covenant, guarantee, judgment, damage, claim, counterclaim, liability or demand of any nature whatsoever relating to any matter covered in this Agreement. The Employment Period may be terminated only by either person signing below (or their successor) by delivering written notice to the other person.

John, on behalf of the Board of Directors, we thank you for your years of dedication, continued commitment and affection for our great Company.




	Sincerely,
	/s/ Don Knauss

	Don Knauss, Lead Director




Acknowledged and agreed this 22nd day of September, 2017
/s/ John Bryant
John Bryant

Kellogg Company / Corporate Headquarters

One Kellogg Square / P.O. Box 3599 / Battle Creek, Michigan 49016-3599 (269) 961-2000

Press Release

Exhibit 99.1

Media Contact: Kris Charles

Media.Hotline@Kellogg.com

(269) 961-3799

Analyst Contact: John Renwick, CFA

(269) 961-9050

STEVEN A. CAHILLANE NAMED KELLOGG COMPANY CEO AS JOHN A. BRYANT RETIRES


•	Transition Effective Oct. 2, 2017


•	Bryant to Continue as Executive Chairman until March 15, 2018


•	Company Reaffirms 2017 Financial Guidance

BATTLE CREEK, Mich., Sept. 28, 2017 - Kellogg Company (NYSE: K) today announced that its Board of Directors has unanimously elected Steven A. Cahillane as Chief Executive Officer of the global cereal and snack company effective Oct. 2, 2017, as current CEO John A. Bryant has decided to retire. Cahillane most recently served as President and CEO of The Nature's Bounty Co., a leading health and wellness business.

Cahillane will also join the company’s Board of Directors, effective Oct. 2, 2017. Bryant will continue as Executive Chairman of the Board until March 15, 2018, at which time Cahillane will assume the role of Chairman and CEO.

“It has been my pleasure to serve as the CEO of Kellogg Company over the past seven years,” Bryant said. “I am even more confident in the future of our company today than at any other time in my 20 years with Kellogg. I’ve decided that the time is right to hand over the reins to a new leader who can continue the transformation of this great company.

“Today, it’s my pleasure on behalf of the Kellogg Board to welcome Steve,” Bryant continued. “He is a proven leader with an exceptional track record of creating shareholder value. Steve has a tremendous history of success as the CEO of Nature’s Bounty, a health and wellness company, as well as in senior leadership roles around the world at blue-chip consumer packaged goods companies including Coca-Cola and AB lnBev.”

Bryant added, “I am confident that the strength of Steve’s leadership, combined with the drive and talent of our management team and the passion of our incredible employees, will enable Kellogg to realize our vision and purpose while achieving our long-term growth goals.”

Cahillane has been President and CEO of Nature’s Bounty, the largest global pure-play manufacturer, marketer and specialty retailer of health and wellness products, since 2014. In this role, he successfully aligned the company with key health and wellness trends, established a thriving e-commerce division and created significant shareholder value.

Prior to this, Cahillane spent seven years with The Coca-Cola Co., most recently serving as President of Coca-Cola Americas, the global beverage maker’s largest business with $25 billion in sales. Under his leadership, Coca-Cola Americas’ performance improved significantly as the business achieved record revenues and delivered consistent market share gains. Other roles there included President and CEO of the Coca-Cola Refreshments business, President of Coca-Cola Enterprises in North America and President of Coca-Cola Enterprises in Europe.

Cahillane previously spent eight years with AB lnBev, the world’s largest brewing company, in various senior leadership roles including Chief Commercial Officer, in which he led commercial strategy, global marketing, sponsorships, innovation and research following the 2004 merger of lnterbrew and AmBev. His tenure with the company also included serving as CEO for the company’s lnterbrew U.K. and Labatt USA subsidiaries.

“Steve clearly has had a distinguished career leading successful CPG businesses throughout the world, including his terrific work recasting Nature’s Bounty as a consumer-facing health and wellness company,” said Donald Knauss, Lead Director, Kellogg Company Board of Directors. “With his breadth of experience, he truly understands the global marketplace in which we are operating as well as the consumer and retailer trends that will serve as potent sources of growth for Kellogg going forward. Further, Steve possesses strong strategic thinking ability, understands the levers that drive business performance and has demonstrated an ability to build and inspire outstanding teams. Steve is the right person to energize our teams and bring new thinking to our company as we seek to achieve our long-term growth objectives.”

Knauss added that the Board is grateful for Bryant’s leadership and Kellogg is a stronger company today because of him.

“As a Board, we want to express our thanks to John for everything he has contributed to our company over the course of his Kellogg career,” continued Knauss. “This not only includes John’s accomplishments as CEO, such as continuing to transform Kellogg into a global snacks leader and significantly expanding our emerging markets business, but also as CFO and in other prior roles. Every step of the way, John has displayed exceptional leadership and an unquestionable commitment to Kellogg’s success. This, as well as his devotion to our Kellogg values, anchored in integrity, has enabled John to build a world-class team of leaders dedicated to realizing this company’s full potential.”

Cahillane, 52, earned an MBA from Harvard Business School and a bachelor’s degree in political science from Northwestern University. He currently serves on the Board of Directors of Children's Healthcare of Atlanta and on the Board of the Purpose Built Communities Foundation. Cahillane is also a member of the Board of Trustees of Northwestern University.

“Kellogg is an incredible company with a rich legacy and iconic brands that are beloved around the world,” Cahillane said. “It will be my privilege and honor to work with such a talented group of employees as we pursue the tremendous growth opportunities before us.”

Kellogg Company Reaffirms 2017 Guidance

The Company also reaffirmed its full-year 2017 guidance for currency-neutral comparable Net Sales, Operating Profit, Earnings Per Share, and Cash Flow. The Company confirmed that its transition out of Direct Store Delivery remains on track, and that its underlying sales trends are improving sequentially in Q3, as previously forecast. Meanwhile, its comparable-basis profit margins continue to improve, on the strength of its Project K and Zero-Based Budgeting initiatives.

About Kellogg Company

At Kellogg Company (NYSE: K), we strive to make foods people love. This includes our beloved brands - Kellogg's®, Keebler®, Special K®, Pringles®, Kellogg's Frosted Flakes®, Pop-Tarts®, Kellogg's Corn Flakes®, Rice Krispies®, Cheez-It®, Eggo®, Mini-Wheats ® and more - that nourish families so they can flourish and thrive. With 2016 sales of $13 billion and more than 1,600 foods, Kellogg is the world's leading cereal company; second largest producer of crackers and savory snacks; and a leading North American frozen foods company. And we're a company with a heart and soul, committing to help create 3 billion Better Days by 2025 through our Breakfasts for Better Days global purpose platform. To learn more, visit www.KelloggCompany.com or www.OpenforBreakfast.com and follow us on Twitter @KelloggCompany , YouTube and on our Social K corporate blog .

Forward-Looking Statements Disclosure

The “forward-looking statements” contained herein inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in those statements, including projections concerning the company’s sales, operating profit, earnings, cash flow, and the other factors discussed in the risk factors section of Kellogg Company’s most recent annual report on Form 10-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to update them publicly.

###