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): June 7, 2018
 
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
(e) On June 11, 2018, Kellogg Company (the “Company”) announced that Chris Hood has been named President, Kellogg North America. The Company also announced the appointment of David Lawlor to President, Kellogg Europe. Both leadership changes are effective July 1, 2018 in order to ensure a smooth transition.

In connection with this announcement, the Company’s Board of Directors (the “Board”) determined that effective July 1, 2018, Mr. Hood would receive a new annual base salary of $740,000 (from $602,600) and a new 2018 target annual incentive (“AIP”) payment percentage of 105% (from 90%). AIP opportunities are established as a percentage of an executive’s base salary with actual AIP payment each year ranging from 0% to 200% of the target opportunity. All AIP payments are made in cash.

(e) On June 7, 2018, the Board approved a technical amendment (the “Amendment”) to the Kellogg Company 2017 Long-Term Incentive Plan (the “Plan”) in order to clarify a definition in the Plan as it was originally adopted. The Amendment clarifies that the limit on director awards is only intended to apply to the non-employee directors of the Company, as employee directors are not compensated for their service on the Board.

Following adoption of the Amendment, the independent members of the Board approved the cancellation and re-granting of the awards previously made to Steve Cahillane under the Plan in order to make clear that the awards have been properly awarded under the Plan; this included the 47,350 restricted stock units awarded in connection with Mr. Cahillane’s hiring in 2017, and the 228,800 stock options and 2018-2020 EPP target awards of 61,800 shares awarded in February 2018. The re-granted awards have identical terms, pricing and vesting schedules as the cancelled awards (including an exercise price that is higher than the Company’s current stock price), and no additional compensation was awarded to Mr. Cahillane in connection with the cancellation and re-grant. The re-granted awards will have no impact on the Company’s financial results.

The Amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure

On June 11, 2018, Kellogg issued a press release announcing leadership changes in the Company’s North America and Europe regions. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits
(d) Exhibits.

Exhibit 10.1     Amendment to the Kellogg Company 2017 Long-Term Incentive Plan
Exhibit 99.1     Press release dated June 11, 2018







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: June 11, 2018
 
/s/ Gary H. Pilnick
 
 
Name: Gary H. Pilnick
 
 
Title:   Vice Chairman













Exhibit 10.1



AMENDMENT NO. 1
TO
KELLOGG COMPANY
2017 LONG-TERM INCENTIVE PLAN

WHEREAS, Kellogg Company (the “ Company ”) maintains the Kellogg Company 2017 Long-Term Incentive Plan (the “ Plan ”);

WHEREAS, pursuant to Section 15.1 of the Plan, the Board of Directors of the Company (the “ Board ”) may amend the Plan at any time and from time to time in such respects as the Board may deem to be in the best interests of the Company; and

WHEREAS, the Board has determined that it is advisable to amend the Plan on the terms set forth herein.

NOW, THEREFORE, by virtue and in exercise of the power reserved to the Board by Section 15.1 of the Plan, effective June 7, 2018, Section 2.26 of the Plan is deleted and Section 4.4.6 of the Plan is amended solely by replacing the reference to “Director” with “non-employee Director.” As amended, Section 4.4.6 will read as follows:

“4.4.6      Limit on Non-Employee Director Awards . The aggregate grant date fair value (as determined in accordance with generally accepted accounting principles applicable in the United States) of all Awards credited or granted during any calendar year to any non-employee Director shall not exceed $800,000.”






Exhibit 99.1
KELLOGORGBR03.JPG
Contacts:
Media Hotline
Kellogg Company
269-961-3799
media.hotline@kellogg.com


KELLOGG COMPANY ANNOUNCES LEADERSHIP CHANGES
TO NORTH AMERICAN AND EUROPEAN BUSINESSES
Chris Hood Appointed President, North America
Dave Lawlor Named President, Europe

BATTLE CREEK, Mich. (June 11, 2018) - Kellogg Company announced today two leadership changes to help drive the company’s growth strategy in the North American and European regions. Chris Hood, currently President, Kellogg Europe, has been named President, Kellogg North America reporting to Chairman and Chief Executive Officer Steve Cahillane. The company also announced the appointment of Dave Lawlor, currently, Vice President, European Cereal Business, to President, Kellogg Europe.
“Chris is a talented executive who has successfully led our European business through challenging market conditions and expansion into new markets, revitalizing our marketing and innovation activity and improving our profitability,” said Cahillane. “In recent months, I’ve had the opportunity to spend more time with the Kellogg North America businesses, and I am confident that they are on firm strategic and financial footing. Chris is the right person to build on the progress the team has made.”
Hood will lead the portfolio of businesses within the company’s largest region, including U.S. Morning Foods, U.S. Snacks, U.S. Frozen Foods, U.S. Specialty Channels, Kashi and Canada. He replaces Paul Norman who left the company earlier this year.
A seasoned consumer packaged goods leader, Hood joined Kellogg in 2012 as part of the Pringles acquisition after 19 years with Procter & Gamble, where he was Vice President and General Manager for Pringles North American business.
Kellogg veteran to lead Europe
Dave Lawlor, Vice President, European Cereal Business, will succeed Hood as President, Kellogg Europe, also reporting to Cahillane.
Lawlor began his Kellogg career in Sales in Ireland in 1991. Over the past 27 years, he has held increasingly senior commercial roles, including leading the company’s businesses in the Mediterranean, Middle East, Russia, and United Kingdom/Ireland.
Added Cahillane, “These two internal promotions reflect the caliber of talent we have in our organization. Both have the experience and skills to lead and execute our Deploy for Growth strategy.”
Both leadership changes are effective July 1, 2018 to ensure a smooth transition.




About Kellogg Company
At Kellogg Company (NYSE: K), we strive to enrich and delight the world through foods and brands that matter. Our beloved brands include Pringles®, Cheez-It®, Keebler®, Special K®, Kellogg's Frosted Flakes®, Pop-Tarts®, Kellogg's Corn Flakes®, Rice Krispies®, Eggo®, Mini-Wheats ®, Kashi®, RXBAR ® and more. Net sales in 2017 were approximately $13 billion, comprised principally of snacks and convenience foods like cereal and frozen foods. Kellogg brands are beloved in markets around the world. We are also a company with Heart & Soul, committed to creating three billion Better Days by 2025 through our Breakfasts for Better Days global purpose platform. Visit www.KelloggCompany.com or www.OpenforBreakfast.com .