form8k_020415

 

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): January 29, 2015

Post Holdings, Inc.
(Exact name of registrant as specified in its charter)

Missouri
1-35305
45-3355106
(State or Other Jurisdiction of
Incorporation)
(Commission File
Number)
(IRS Employer Identification
Number)
2503 S. Hanley Road
St. Louis, Missouri 63144
(Address, including Zip Code, of Principal Executive Offices)
Registrant’s telephone number, including area code: (314) 644-7600
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))

 



Item 5.07.    Submission of Matters to a Vote of Security Holders.
Post Holdings, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) at Gateway Center, One Gateway Drive, Collinsville, Illinois 62234 on Thursday, January 29, 2015. At the Annual Meeting, of the 44,860,090 shares outstanding and entitled to vote, 40,902,352 shares were represented, constituting a 91% quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal 1:
All of the nominees for director were elected to serve until the Annual Meeting of Shareholders to be held in 2018 or until their respective successors are elected and qualified, by the votes set forth in the table below:
Nominee
 
For
 
Withheld
 
Broker Non-Votes
William P. Stiritz
 
35,275,127
 
2,462,412
 
3,164,813
Jay W. Brown
 
33,762,429
 
3,975,110
 
3,164,813
Edwin H. Callison
 
36,747,904
 
989,635
 
3,164,813

Proposal 2:
The proposal to approve increases in the number of shares of the Company's common stock issuable upon conversion of the Company's 2.5% Series C Cumulative Perpetual Convertible Preferred Stock was approved by the shareholders, by the votes set forth in the table below:
For
 
Against
 
Abstain
 
Broker Non-Votes
36,820,898
 
267,728
 
648,913
 
3,164,813

Proposal 3:
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2015 was ratified by the shareholders, by the votes set forth in the table below:
For
 
Against
 
Abstain
39,450,323
 
63,427
 
1,388,602

Proposal 4:
The Company’s executive compensation, as described in the Company’s 2014 Proxy Statement, was approved by the non-binding advisory votes of the shareholders set forth in the table below
For
 
Against
 
Abstain
 
Broker Non-Votes
22,056,460
 
15,015,983
 
665,096
 
3,164,813






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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 thereunto duly authorized.


Date: February 4, 2015
Post Holdings, Inc. 
 
(Registrant)
 
 
 
 
By:
/s/ Diedre J. Gray
 
 
Name: Diedre J. Gray
 
 
Title: SVP, General Counsel and Administration,
Secretary


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